Amendment to Employment Agreement between Crown Media International, LLC and Russel H. Givens, Jr.

Summary

This amendment extends Russel H. Givens, Jr.'s employment as President and COO of Crown Media International, LLC through December 31, 2006. It sets his annual salary for 2005 and 2006 and clarifies bonus terms, including a minimum bonus if the company is sold or restructured in a way that affects performance benchmarks. All other terms of the original 2001 agreement remain unchanged.

EX-10.1 2 a2136109zex-10_1.htm EXHIBIT 10.1
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Exhibit 10.1

April 2, 2004

Mr. Russel H. Givens, Jr.
5857 S. Highline Circle
Greenwood Village, CO 80121

Dear Mr. Givens:

        This will confirm our agreement to amend and extend your employment agreement dated December 20, 2001, with Crown Media International, LLC, for your services as President and Chief Operating Officer (the "Agreement"), as follows:

        1.     The Term of the Agreement, as set forth in Paragraph 2 thereof, is extended for an additional two years, through December 31, 2006 (the "Extended Term").

        2.     Your annual salary, under Paragraph 3(a), during the Extended Term, will be as follows:

    January 1, 2005 through December 31, 2005—$613,094.00
    January 1, 2006 through December 31, 2006—$643,749.00

        3.     Your bonus, both for calendar 2004 and for the Extended Term, will be payable as set forth in Paragraph 3(b) and Schedule A of the Agreement, provided however, that in the event in any of 2004, 2005 or 2006:

            (a)   the Agreement is assigned to a "successor", as provided in Paragraph 10, which acquires all or substantially all of the assets of Crown Media International, LLC and Crown Media International, LLC is no longer operated in its current form; or

            (b)   a substantial portion of the assets of Crown Media International, LLC are sold or otherwise disposed of,

so that in either case the "performance" benchmarks in Schedule A are no longer meaningful or can no longer be accurately or fairly calculated, then the bonus payable to you under Paragraph 3(b) shall be no less than 20%.

        Except as amended herein, the terms and conditions of the Agreement shall remain in full force and effect.

        If the foregoing terms are acceptable, please indicate your agreement by countersigning this amendment where provided below.


 

 

 

 

Very truly yours,
Crown Media International, LLC

 

 

 

 

By

 

/s/  DAVID EVANS      
David Evans
President and CEO
Crown Media Holdings, Inc.

Accepted and Agreed to:

 

 

 

 

By

 

/s/  RUSSEL H. GIVENS, JR.      
Russel H. Givens, Jr.

 

 

 

 



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    Exhibit 10.1