Exhibit 10.1
May 19, 2009
David Kenin
16650 Calle Haleigh
Pacific Palisades, CA
90272
Dear Mr. Kenin:
The following sets forth the
proposed agreement between you and Crown Media Holdings, Inc.
(“Crown Media” or the “Company”) regarding
your resignation from employment effective May 31, 2009
(“Separation Date”). In connection with your
resignation, the Company agrees to do the following:
1.
To pay you your full base pay (less
appropriate payroll deductions) on regularly scheduled paydays at
your current salary through your Separation Date. Amounts
paid under this paragraph shall be included in calculating your
benefits under the Company benefit plans.
2.
To continue your benefits under the
Company benefit plans through your Separation Date. Following
your Separation Date, if you are a plan participant, you will be
entitled to distribution of any vested, accrued benefits in the
Company’s 401(k) benefit plans and payment pursuant to
the terms of the Company’s Deferred Compensation Plan of any
compensation you have deferred under the Plan.
3.
Provided that you have previously
returned this signed agreement to the Company and abide by its
terms, the Company agrees to pay the amounts set forth below, which
amounts shall not be included in calculating your benefits under
any Company benefit plan and shall be subject to appropriate
payroll deductions.
(i)
Your base salary at your current
rate on regularly scheduled paydays during the period June 1, 2009
through December 31, 2009, constituting a total amount of
$523,076.96;
(ii)
A lump sum payment of $346,538.49 on
January 15, 2010, which is equivalent to the total amount of the
base salary which would have been payable to you for the period
January 1, 2010 through May 31, 2010; and
(iii)
The current employer and
employee-paid portion of your health insurance premium through May
31, 2010 provided, you have first elected coverage under
COBRA. Any period of Company-paid coverage is part of COBRA
insurance continuation coverage. Company-paid COBRA payments
shall continue only as long as you and your dependents are not
eligible for health care coverage under any other employer’s
plan. In the event you become eligible for health care
coverage under another employer’s plan during this coverage
period, you must, in writing or email, notify the department
overseeing the COBRA coverage within ten (10) business days
after you become eligible. The notice should be sent to Gene
Hawkins at the Company. In the event you become eligible for
health care coverage under any other employer’s plan, the
Company will discontinue paying your COBRA premium payments and any
continued COBRA coverage will be at your cost and only so long as
you are legally entitled to continuing COBRA coverage.
4.
Provided that you have previously
returned this signed agreement to the Company, the amounts set
forth below, which amounts shall not be included in calculating
your benefits under any Company benefit plan.
(i)
on the later of ten (10) days
after your (x) Separation Date or (y) the date you return
this signed agreement to the Company, a lump sum amount equal to
your accrued, but unused vacation time, provided that you first
provide a written certification representing an accurate account of
such accrued and unused time. You agree that such account
shall be subject to audit and confirmation by the
Company.
