Crown Media Holdings (CRWN)

ITEM 9B.    Other Information

        See Item 7 for information concerning an amendment to our bank credit facility and the Amended and Restated Waiver Agreement with Hallmark Cards. We entered into these documents in March 2008.

48

PART III

        The information required by this Part III is incorporated by reference to information in the definitive proxy statement for our 2008 annual meeting of stockholders under the headings "Election of Directors," "Board Information," "Compensation of Directors and Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance," "Security Ownership of Certain Beneficial Owners and Management," and "Principal Accountant Fees and Services." We intend to file the definitive proxy statement with the Securities and Exchange Commission on or prior to April 29, 2008.

ITEM 9B.    Other Information

        See Item 7 for information concerning an amendment to our bank credit facility and the Amended and Restated Waiver Agreement with Hallmark Cards. We
entered into these documents in March 2008.

48

NAME="cg73801_part_iii">


PART III

        The information required by this Part III is incorporated by reference to information in the definitive proxy statement for our 2008 annual meeting of
stockholders under the headings "Election of Directors," "Board Information," "Compensation of Directors and Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance,"
"Security Ownership of Certain Beneficial Owners and Management," and "Principal Accountant Fees and Services." We intend to file the definitive proxy statement with the Securities and Exchange
Commission on or prior to April 29, 2008.

Employment Agreement with Paul FitzPatrick

On August 8, 2006, the Company entered into a new employment agreement with Paul FitzPatrick, for his services as Executive Vice President and Chief Operating Officer.  This agreement replaced Mr. Fitzpatrick’s previous 3 year employment agreement which would have expired on September 24, 2006.

The new agreement is for a term of two years, expiring on August 8, 2008, and provides for an annual base salary of $650,475, subject to adjustment in the discretion of the Company in September of each year.  Mr. FitzPatrick is also entitled to receive a bonus each year of up to 27% of his base salary, conditioned on the Company’s achievement of certain EBITDA, advertising revenue and ratings goals. The agreement also provides for the grant of 46,200 Employment RSUs and 85,800 Performance RSUs, which were granted in August 2006 (see Note 17, Subsequent Events, of the Notes to the Unaudited Condensed Consolidated Financial Statements for information on RSUs).

Employment Agreement with William Abbott

On August 8, 2006, the Company entered into a new employment agreement with William Abbott, for his services as Executive Vice President, National Advertising Sales.  This agreement replaced Mr. Abbott’s previous 3 year and 7 month employment agreement which would have expired on February 7, 2007.

The new agreement is for a term of two years, expiring on August 8, 2008, and provides for an annual base salary of $523,688, subject to adjustment in the discretion of the Company in February of each year.  Mr. Abbott is also entitled to receive a bonus each year of up to 33.75% of his base salary, conditioned on the Company’s achievement of certain EBITDA, advertising revenue and ratings goals. The agreement also provides for the grant of 46,200 Employment RSUs and 85,800 Performance RSUs, which were granted in August 2006.

Employment Agreement with Charles Stanford

On August 8, 2006, the Company entered into a new employment agreement with Charles Stanford, for his services as Executive Vice President, Legal and Business Affairs and General Counsel.  This agreement replaced Mr. Stanford’s previous 3 year employment agreement which would have expired on October 24, 2006.

The new agreement is for a term of two years, expiring on August 8, 2008, and provides for an annual base salary of $436,000, subject to adjustment in the discretion of the Company in October of each year.  Mr. Stanford is

47

also entitled to receive a bonus each year of up to 27% of his base salary, conditioned on the Company’s achievement of certain EBITDA, advertising revenue and ratings goals. The agreement also provides for the grant of 46,200 Employment RSUs and 85,800 Performance RSUs, which were granted in August 2006.

Employment Agreement with Laura Masse

On August 8, 2006, the Company entered into an employment agreement with Laura Masse, for her services as Senior Vice President, Marketing.

The agreement is for a term of two years, expiring on August 8, 2008, and provides for an annual base salary of $375,000, subject to annual adjustment in the discretion of the Company.  Ms. Masse is also entitled to receive a bonus each year of up to 27% of her base salary, conditioned on the Company’s achievement of certain EBITDA, advertising revenue and ratings goals. The agreement also provides for the grant of 35,000 Employment RSUs and 65,000 Performance RSUs, which were granted in August 2006.

Employment Agreement with Brian Stewart

On July 24, 2006, the Company entered into an employment agreement with Brian Stewart, for his services as Senior Vice President, Finance and interim Chief Financial Officer.

The agreement is for a term of two years, expiring on July 23, 2008, and provides for an annual base salary of $340,000, subject to annual adjustment in the discretion of the Company.  Mr. Stewart is also entitled to receive a bonus each year of up to 27% of his base salary, conditioned on the Company’s achievement of certain EBITDA, advertising revenue and ratings goals. The agreement also provides for the grant of 21,000 Employment RSUs and 39,000 Performance RSUs, which were granted in August 2006.

Under each employment agreement, the Company also has the right to terminate the employment of the executive officer upon five days’ written notice.  In that event, severance benefits include the present value of 12 months base salary and a pro rata bonus.  Ms. Masse may receive, in the alternative, payments under a severance plan in the event of a change in control, if the amount is higher under that plan.

Chris Moseley, Executive Vice President, Chief Marketing Officer of the Company left the Company at the end of April of 2006.  On April 12, 2006, the Company and Ms. Moseley executed a severance agreement to a payment of salary for the remainder of the term of her employment agreement and one year’s salary, which amount to $923,556 and a payment of $152,052, which represents a payment of a pro rata bonus, unused vacation time and the remaining car allowance provided for in her employment agreement.  Additionally, Ms. Moseley’s severance agreement also provides for a payment or reimbursement of COBRA coverage through July 15, 2007, a relocation cost of $35,000 if Ms. Moseley relocates from the Los Angeles area prior to October 2006 and settlement in June 2006 of restricted stock units which will vest in May 2006.