Exhibit 10.1
EMPLOYMENT
AGREEMENT
Agreement, made as of May 7,
2009 (“Effective Date”), between Crown Media
Holdings, Inc., a Delaware corporation, with offices at 12700
Ventura Boulevard, Los Angeles, California 91604
(“Employer”) and William Abbott
(“Employee”).
WHEREAS, Employer desires to
continue 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
and Employee agree to terminate any and all existing agreements
between them and agree to extend Employee’s employment
pursuant to the terms of this agreement (“Employment
Agreement”). Employee agrees to continue serving as
Executive Vice President, National Advertising Sales until
June 1, 2009, at which time he will become and serve as
President and Chief Executive Officer. 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.
2.
Term of Employment
. The term of Employee’s
employment (“Term”) with Employer shall commence on the
Effective Date and shall end on December 31, 2011, unless
terminated earlier as provided in Paragraph 8 of this Agreement;
provided , however , that if neither party provides
notice to the other by June 30 of the last year of the then
current Term, then the Agreement shall automatically renew for one
additional year.
3.
Compensation.
(a)
Salary . As compensation for Employee’s
services hereunder, Employer shall pay to Employee a base salary at
the annual rate of Six Hundred Seventy Thousand Dollars ($670,000)
per
1
year. During the Term and any
extensions, Employer will consider an adjustment of
Employee’s base salary in June of each year.
(b)
Performance Bonus
. Contingent on employment
through each year end; the end of the Term; or for termination of
employment pursuant to Paragraph 8(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
target bonus will be 60% of base salary for the applicable period
with a payout range of 0-150%. 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”) in a Long Term Incentive
Compensation Agreement (attached as Schedule A) and pursuant to the
terms of and conditions of the Amended and Restated Crown Media
Holdings, Inc. 2000 Long Term Incentive Plan (attached as
Schedule B). Employee has also been granted RSUs under a
prior agreement which is attached hereto as Schedule C
(collectively, with the Schedule A agreement, 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. When Employee is required by Employer
for business reasons to travel by air, Employer shall have the
option to upgrade to business class air accommodations if such fare
does not exceed $100 more than the coach fare.
(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:
(i) group medical, dental, life
and disability insurance as per Employer policy;
(ii) an allowance of Thirteen
Thousand Dollars ($13,000) per year for an automobile;
and
(iii) any other fringe benefits
on terms that are or may become available generally to senior
executives of Employer. 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.
2
4.
Place of Employment
. During the Term, Employee
shall be required to perform Employee’s duties at the
Employer’s office in New York City 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.
5.
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 Executive Vice President, Legal and Business
Affairs and General Counsel of Employer and an opportunity to
Employer to resist such disclosure in legal proceedings.
(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
Em
