0001104659-04-023355 Sample Contracts

FORM OF AMENDED AND RESTATED CROWN MEDIA HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 9th, 2004 • Crown Media Holdings Inc • Cable & other pay television services • Delaware

THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (the “Amended Agreement”) is made and entered into as of , 2004, 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”) and hereby amends and restates the Restricted Stock Unit Agreement between the parties (“Agreement”) dated as of May 29, 2003 (“Grant Date”). Capitalized terms not defined in this Amended Agreement shall have the meanings set forth in the Plan.

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CROWN MEDIA HOLDINGS, INC. 2004 RESTRICTED STOCK UNIT AGREEMENT
2004 Restricted Stock Unit Agreement • August 9th, 2004 • Crown Media Holdings Inc • Cable & other pay television services • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of May 28, 2004 (the “Grant Date”), by and between Crown Media Holdings, Inc. a Delaware corporation (“Crown”) and David Evans (“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 Agreement shall have the meanings set forth in the Plan.

AMENDED AND RESTATED CROWN MEDIA HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 9th, 2004 • Crown Media Holdings Inc • Cable & other pay television services • Delaware

THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (the “Amended Agreement”) is made and entered into as of May 25, 2004, by and between Crown Media Holdings, Inc. a Delaware corporation (“Crown”) and David Evans (“Executive”) pursuant to the terms and conditions of the Amended and Restated Crown Media Holdings, Inc. 2000 Long Term Incentive Plan (the “Plan) and hereby amends and restates the Restricted Stock Unit Agreement between the parties (“Agreement”) dated as of May 29, 2003 (“Grant Date”). Capitalized terms not defined in this Amended Agreement shall have the meanings set forth in the Plan.

EMPLOYMENT AGREEMENT AMENDMENT NO. 1
Employment Agreement • August 9th, 2004 • Crown Media Holdings Inc • Cable & other pay television services

This Amendment No. 1 is made as of May 28, 2004 to that certain Employment Agreement, dated as of September 18, 2001 (the “Agreement”), between Crown Media Holdings, Inc., a Delaware corporation with offices at 6430 South Fiddlers Green Circle, Suite 500, Greenwood Village, Colorado 80111, or its permitted assigns (“Employer”), and David Evans, 1464 Lindacrest Drive, Beverly Hills, California 90210 (“Employee”).

FORM OF CROWN MEDIA HOLDINGS, INC.
Restricted Stock Unit Agreement • August 9th, 2004 • Crown Media Holdings Inc • Cable & other pay television services • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of May 28, 2004 (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.

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