0001104659-06-073307 Sample Contracts

SHARE APPRECIATION RIGHTS AGREEMENT
Share Appreciation Rights Agreement • November 9th, 2006 • Crown Media Holdings Inc • Cable & other pay television services • Delaware

This Share Appreciation Rights Agreement (the “Agreement”) is made and entered into as of October 3, 2006 by and between Crown Media Holdings, Inc., a Delaware corporation (“Crown”) and Henry Schleiff (“Executive”).

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AMENDMENT 2 TO WAIVER AND STANDBY PURCHASE AGREEMENT
Waiver and Standby Purchase Agreement • November 9th, 2006 • Crown Media Holdings Inc • Cable & other pay television services • New York

This AMENDMENT 2, dated as of November 6, 2006, amends that certain Waiver and Standby Purchase Agreement (the “Waiver Agreement”) dated as of March 21, 2006 and subsequently amended as of August 8, 2006, by and among Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark”), HC Crown Corp., a Delaware corporation, Hallmark Entertainment Holdings, Inc., a Delaware corporation (“collectively, together with Hallmark the “Hallmark Lenders”) and Crown Media Holdings, Inc., a Delaware corporation, Crown Media United States, LLC, a Delaware limited liability company, and the subsidiaries of Crown Holdings listed as Guarantors on the Credit Facility (collectively, the “Borrowers”).

CROWN MEDIA HOLDINGS, INC.
Restricted Stock Unit Agreement • November 9th, 2006 • Crown Media Holdings Inc • Cable & other pay television services • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of October 3, 2006 (the “Grant Date”), by and between Crown Media Holdings, Inc. a Delaware corporation (“Crown”) and Henry Schleiff (“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.

Re: Amendment to Employment Agreement
Crown Media Holdings Inc • November 9th, 2006 • Cable & other pay television services

This will confirm our agreement to amend your employment agreement with Crown Media Holdings, Inc., dated July 24, 2006 (the “Agreement”), as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2006 • Crown Media Holdings Inc • Cable & other pay television services

Agreement, made as of this 3rd day of October, 2006 (“Effective Date”), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 (“Employer”) and Henry Schleiff (“Employee”).

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