Exhibit 10.4
April 12, 2006
Chris Moseley
5224 Los Encantos Way
Los Angeles, CA 90027
Dear Chris:
This will confirm our agreement
regarding termination of your employment with Crown Media Holdings,
Inc. (hereafter “Crown” or “the company”)
as well as of your employment agreement with Crown dated June 20,
2003, as amended May 24, 2004 (the “Employment
Agreement”). Pursuant to the terms of the Employment
Agreement, your contract is scheduled to expire on July 15, 2006
(“Contract Term”). Based on the terms of this severance
agreement (“Agreement”), the effective date of the
termination of your employment will be April 21, 2006, the date
your job duties are scheduled to end (“Term
Date”).
In connection with the termination
of your employment and Employment Agreement, Crown agrees to do the
following:
1.
To pay you your full pay (less appropriate payroll deductions) at
your current base salary rate from April 22, 2006 through the
Contract Term. This amount will be paid in one lump sum amount of
One Hundred Ninety-Five Thousand, Nine Hundred Six Dollars
($195,906) (less appropriate payroll deductions) no later than May
15, 2006.
2.
To pay you a lump sum amount of Fifty-Nine Thousand One Hundred
Twenty-One Dollars ($59,121.00) (less appropriate payroll
deductions), which constitutes a pro-rata bonus for the period
January 1, 2006 through the Contract Term (based on the annual rate
of fifteen (15) percent of salary), no later than May 15,
2006.
3.
From April 22, 2006 through the Contract Term, your medical and
dental coverage under the Crown medical, dental and vision plans
will continue pursuant to Consolidated Omnibus Budget
Reconciliation Act (“COBRA”), with the company paying
the premiums. Your participation in all other Crown employee
benefit plans (including any fringe benefits under the Employment
Agreement) will cease as of the Term Date, except as provided in
this Agreement. Following the Term Date, you will be entitled to
distribution of all vested, accrued benefits in your Crown 401(k)
account pursuant to the terms of the Crown 401(k) Savings Plan and
payment in installments, in accordance with
the terms of Crown’s Deferred Compensation
Plan, of any compensation which you have deferred under the Plan.
Amounts paid under this paragraph shall not be included in
calculating any benefits under the Crown benefit plan.
4.
To pay you Eighty-Nine Thousand Five Hundred Fifty-Six Dollars
($89,556) (less appropriate payroll deductions) for thirty-two (32)
days accrued but unused vacation, no later than May 15, 2006. You
acknowledge this pay is compensation for all accrued vacation time
that may be due to you now or in the future.
5.
To pay you one Lump sum amount of Three Thousand Three Hundred
Seventy-Five Dollars ($3,375) (less appropriate payroll deductions)
in lieu of your car allowance from April 22, 2006 through the
Contract Term, no later than May 15, 2006. Amounts paid under this
paragraph shall not be included in calculating any benefits under
the Crown benefit plans.
6.
In accordance with the terms of Paragraph 8(b) of the Employment
Agreement, Crown will reimburse you for your expenses, up to
$35,000, of relocating from the Los Angeles area, provided such
expenses are incurred prior to October 22, 2006. Amounts paid under
this paragraph shall not be included in calculating any benefits
under the Crown benefit plans.
Provided you sign and return this
Agreement, Crown agrees:
A.
To pay you a total amount of severance pay equivalent to one (1)
year base salary of Seven Hundred Twenty Seven Thousand Six Hundred
Fifty Dollars ($727,650.00) (less appropriate payroll deductions)
no later than May 15, 2006. Amounts paid under this paragraph shall
not be included in calculating any benefits under the Crown benefit
plans.
B.
The following Restricted Stock Units granted you in 2003 and 2004
will be deemed vested on May 29, 2006, and will be settled in
accordance with the terms of the Restricted Stock Unit Agreements
dated as of May 29, 2003, as amended May 29, 2004 (the “2003
Grant”), and May 28, 2004 (the “2004
Grant”):
a) 28,667 (1/3 rd
of 2003 Grant)
b) 14,000 (1/3 rd
of the “Employment RSU” portion of the 2004
Grant)
C.
Crown will pay the cost of COBRA coverage for medical, dental and
vision plans from July 16, 2006 through July 15, 2007, provided
that you make the necessary COBRA elections, you continue to be
legally eligible for coverage and are not covered under any other
employer’s medical plan. Amounts paid under this paragraph
shall not be included in calculating any benefits under the Crown
benefit plans.
2
In return for the above payments and
benefits, you agree:
(i)
T
