FORM OF CROWN MEDIA HOLDINGS,
INC.
2009 LONG TERM INCENTIVE
COMPENSATION AGREEMENT
THIS LONG TERM INCENTIVE COMPENSATION AGREEMENT
(the “Agreement”) is made and entered into as of
January 1, 2009 (the “Grant Date”), by and between
Crown Media Holdings, Inc., a Delaware corporation
(“Crown”), and ___________________
(“Executive”) pursuant to the terms and conditions of
the Amended and Restated Crown Media Holdings, Inc. 2000 Long Term
Incentive Plan (the “Plan”). Capitalized
terms not defined in this Amended Agreement shall have the meanings
set forth in the Plan.
1.
Awards .
(a)
General Award . Pursuant to the Plan, Crown
grants to Executive the opportunity to earn
$______________ (“Target Award”), subject to the
terms and conditions set forth in this Agreement and the
Plan. A copy of the Plan has been delivered to the
Executive. By signing below, the Executive agrees to be bound by
all the provisions of the Plan. Target Award constitutes
an unsecured promise of Crown to deliver to Executive on the
Delivery Date (as defined below) cash in the amount of the Target
Award actually achieved. Executive has only the rights
of a general unsecured creditor of Crown.
(b)
Types of Awards . Of the total Target Award,
$______________ (50%) shall be deemed to be the Employment Award
and $______________ (50%) shall be deemed to be the Performance
Award (collectively, the “Awards”). Vesting
of the Performance Award shall depend on the degree to which the
cumulative cash flow and EBITDA plan set forth on Schedule 1
hereto (“Performance Plan”) is achieved. The
applicable provisions of this Agreement shall be specified by type
of award, and if not so specified, shall apply to both awards
granted hereunder.
2.
Vesting .
(a)
The Employment Award . Subject to continued
employment with Crown and/or its affiliates as of August 31, 2011,
the Employment Award shall vest and become nonforfeitable on August
31, 2011.
(b)
The Performance Award .
(i) 2009-2010 Performance
Plan . Subject to continued employment with Crown
and/or its affiliates, as of December 31, 2010, 50% of the
Performance Award is eligible to vest and become nonforfeitable in
accordance with the Performance Plan for 2009-2010 attached hereto
as Schedule 1 .
(ii) 2009-2011 Performance
Plan . Subject to continued employment with Crown
and/or its affiliates, as of December 31, 2011, the remaining 50%
of the Performance Award is eligible to vest and become
nonforfeitable in accordance with the Performance Plan for
2009-2011 attached hereto as Schedule 1 .
(iii) Other Measures
. The Compensation Committee shall also have the ability
to increase or decrease the payout based on an assessment of
demographics achieved, relative market
