CROWN MEDIA HOLDINGS INC
EX-10.45 EMPLOYMENT AGREEMENT - PAUL FITZPATRICK
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>14
<FILENAME>d95104ex10-45.txt
<DESCRIPTION>EX-10.45 EMPLOYMENT AGREEMENT - PAUL FITZPATRICK
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.45

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT is made and entered into as of the 19th day of September,
2000, by and between ODYSSEY HOLDINGS, L.L.C., a Delaware limited liability
company with offices at 12700 Ventura Boulevard, Studio City, California 91604,
or its permitted assigns ("Company" or "Employer"), and Paul FitzPatrick
("Employee"). The parties hereto agree now as follows:

      1. Engagement. Company hereby engages Employee, and Employee accepts such
engagement, to furnish exclusive, full-time services to Company during the Term
(as defined below) as an executive of Company with the title of Chief Operating
Officer. Employee shall report directly to the CEO of Company and shall serve as
the senior executive overseeing the areas of Affiliate Sales, Advertising Sales,
Human Resources, Operations, Finance, Legal and Business Affairs and
Administration. The area of Finance will have a dual report to Employee and to
the CEO. Employee shall render services at Company's offices in Studio City,
California, and at such other place or places as Company may reasonably require
from time to time. Employee agrees to use best efforts to promote and further
the reputation and good name of Company and Employee shall promptly and
faithfully comply with all instructions, directions, requests, rules and
regulations made or issued from time to time by Company. Employee's services
shall be rendered solely and exclusively to Company during the term hereof.
During the Term, Employee shall not engage directly or indirectly, whether as an
employee, independent contractor, consultant, partner, shareholder or otherwise,
in a business or other endeavor


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which interferes with any of his duties or obligations hereunder or which is
directly competitive with the business of the Employer or its subsidiaries.

      2. Term. The term of this Agreement and Employee's services hereunder (the
"Term") shall be a period of three (3) years, commencing on September 25, 2000
(the "Effective Date") and ending on September 24, 2003, unless sooner
terminated pursuant to the terms and conditions hereinafter set forth or
superseded by any other agreement in the future.

      3. Compensation. As full and complete consideration for all of the
undertakings and agreements of Employee hereunder, the services of Employee and
the results and proceeds thereof, and all rights herein granted to Company, and
upon the condition that Employee shall fully and faithfully perform all material
obligations and services hereunder, Company shall pay Employee or cause Employee
to be paid the following:

         (a) Salary. Employee shall receive the following annual salary rates
payable in accordance with Company's regular payroll policies:

             (i) A salary at the rate of Four Hundred Seventy-Five Thousand
Dollars ($475,000.00) per annum for the first contract year;


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             (ii) A salary at the rate of Five Hundred Thousand Dollars
($500,000.00) per annum for the second contract year; and

             (iii) A salary at the rate of Five Hundred Fifty Thousand Dollars
($550,000.00) per annum for the third contract year.

Salary increases for each contract year shall commence on the anniversary of the
Effective Date.

         (b) Bonus. Employee shall be entitled to receive an annual bonus equal
to no less than thirty percent (30%) of Employee's base salary rate, the
criteria, goals and objectives for such bonus to be mutually agreed between
Employee and the CEO.

         (c) Other. Except as expressly provided herein, no other compensation
or other consideration shall become due or payable to Employee on account of the
services rendered hereunder or the rights granted to Company hereunder.

Company shall have the right to deduct and withhold from the compensation
payable to Employee hereunder any amounts required to be deducted and withheld
under the provisions of any statute, regulation, ordinance, order or any other
amendment thereof, heretofore or hereafter enacted, requiring the withholding or
deduction of compensation.


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      4. Expenses and Other Benefits During Term.

         (a) Employee shall participate in any and all employee benefit programs
maintained from time to time by Company, including any pension plans and
deferred compensation plans, and any medical, dental and basic life and
disability insurance coverage so maintained, in each case subject to the
eligibility, benefits limits and other terms or requirements of such policies or
programs. Employee's level of participation in such programs shall be
commensurate with Employee's position, title, duties, compensation and length of
service.

         (b) Employee will be granted, effective on the Effective Date, options
to purchase One Hundred Thousand (100,000) shares of the common stock of Crown
Media Holdings, Inc. (the "Options") pursuant to Employer's stock option plan
(the "Plan"). Such Options shall vest in four equal annual installments (or such
shorter vesting period as Employer may determine) commencing on the first
anniversary of the Effective Date and annually thereafter, and shall be subject
to the terms of the Plan and the stock option agreement to be entered into in
connection therewith. The Option Price of such options shall be the Fair Market
Value (as defined in the Plan) of the shares which are subject to the options on
the Effective Date. Additional stock options may be granted in the sole
discretion of the Board of Directors of Crown Media Holdings, Inc.


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         (c) Employee shall be entitled to five (5) weeks' paid vacation for
each year of the Term in accordance with Company's vacation policy.

         (d) During the Term, Employer shall pay or reimburse Employee on an
accountable basis for all reasonable, ordinary and necessary out-of pocket
expenses for entertainment, travel, meals, hotel accommodations and other
expenditures incurred by Employee in connection with Employee's services to
Employer, upon presentation of appropriate documentation of such expenses, in
accordance with Employer's expense account policies for its executive personnel.
When Employee is required by the Company for business reasons to travel by air,
Company shall provide business class air accommodations, or if business class is
not available within the United States, then first class.

         (e) Employee shall be entitled to the terms of Company's standard
relocation policy. In addition, Company has agreed to reimburse Employee in the
amount of up to One Thousand Dollars ($1,000.00) for costs in connection with
the termination of Employee's current office lease and up to One Thousand Five
Hundred Dollars ($1,500.00) for fees in connection with the educational
consultant engaged by Employee to assist in placing Employee's children in
suitable schools in California.

      5. Confidential Information.

         (a) Employee recognizes and acknowledges that Employee shall receive in
the course of employment hereunder certain confidential information and trade
secrets concerning Company's business and affairs which may be of great value to


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Company. Employee therefore agrees that, except as may be required by law,
Employee shall not, at any time during or following the Term, disclose any such
information relating to Company or its business including, without limitation,
Company's personnel or operations, sales, sales projections, strategies, plans
or any idea, project or other property being considered for use by Company or
being used by Company and/or produced by Company, to any third party or in any
way use such information in any manner which could adversely affect Company's
business. Employee agrees that during and following the Term, Employee will not
develop, produce and/or otherwise exploit any idea, presentation, material
and/or other property which during the Term is submitted to, acquired by, and/or
considered for development and/or use by Company. For purposes of this
agreement, the terms "trade secrets" and "confidential information" shall
include any and all information concerning the business and affairs of Company,
or any other entity with whom Company may have a production/overhead arrangement
and any division, subsidiary or other affiliate of Company.

         (b) In addition to Company's confidential information and trade
secrets, Employee may be exposed to proprietary information and materials
provided to Company by third parties under license agreements, non-disclosure
agreements or other restrictive arrangements, including without limitation
computer software programs ("Third Party Information"). Upon the request of
Company, Employee will execute such forms as may be reasonably required
acknowledging receipt and possession of such Third Party Information, including
any manuals related thereto. Employee agrees, at all times both during and
following the Term, to use all such Third Party Information only in accordance
with


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Company's instructions and with the terms of any license or other restrictions
relating thereto provided by Company to Employee.

         (c) Employee agrees during the term hereof not to engage or invest in
any other business (except for a publicly traded company where Employee will own
no more than 1% of the outstanding stock of such company), the principal purpose
of which is the development of theatrical and/or television motion pictures or
programming or any other related business, as owner, shareholder, investor,
operator, manager, officer, director, partner, joint venturer, advisor,
consultant, agent, employee, trustee, lender of money or in any other capacity,
or own any other interest, direct or indirect, in any business in competition
with Company.

         (d) Employee acknowledges and agrees that any breach by Employee of any
of the provisions of this Section 5 would result in irreparable harm to Company,
for which monetary damages would be inadequate or difficult or impossible to
ascertain. Accordingly, and notwithstanding anything to the contrary herein,
Company shall be entitled, at any time and without resort to arbitration, to
seek injunctive relief in any court of competent jurisdiction to prevent or stop
any such breach or continued breach.

      6. Rights and Materials. Company shall own, in perpetuity, throughout the
universe, all right, title and interest in and to the results and proceeds of
Employee's services hereunder and all material produced and/or furnished by
Employee, of any kind and nature whatsoever (collectively, the "Work Product");
it being understood and agreed


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that Employee for the purposes hereof is acting entirely as Company's
employee-for-hire, and that Company hereby acquires the maximum rights permitted
to be obtained by employers and purchasers of literary material, including
without limitation the right to exploit the Work Product in any and all media
now known or hereafter conceived or created, throughout the Universe and in
perpetuity. Any Work Product created and/or submitted to Company hereunder shall
automatically become the property of Company and Employee hereby transfers and
agrees to transfer and assign to Company all rights and materials related to or
comprising the Work Product (including but not limited to all copyrights and
similar protections and renewals and extensions of copyright and any and all
causes of action that may have heretofore accrued in Employee's favor for
infringement of copyright). All documents, correspondence, notes, memoranda and
other written, magnetic or other physical records of any kind, or any copies
thereof, received or made by Employee with respect to Employee's duties during
and in connection with employment hereunder shall be and remain the sole
property of Company and upon the expiration or termination of this Agreement,
Employee shall deliver all such material to Company. Employee shall, at
Company's request, execute and deliver to Company or procure the execution and
delivery to Company of such documents or other instruments which Company may
from time to time deem necessary or desirable to evidence, maintain and protect
its rights hereunder and to carry out the intents and purposes of this Agreement
and to convey to Company the necessary rights in and to the materials supplied
to Company by Employee hereunder. In the event that Employee fails promptly to
execute, acknowledge or deliver to Company any agreements, assignments,
quitclaims or other instruments required by Company hereunder, Company is hereby
irrevocably


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appointed Employee's attorney-in-fact (which agency shall be deemed coupled with
an interest) with full right, power and authority to execute, acknowledge,
verify and deliver the same in the name of and on behalf of Employee.

      7. Termination; Suspension. This Agreement may be terminated and the Term
ended on five (5) business days' written notice for any one of the following
reasons (except (b) in which case termination shall occur on the date of death):

         (a) For Cause. In addition to any other rights Company may have,
Company shall have the right to terminate this Agreement and Employee's services
for cause without further liability to Employee whatsoever (other than with
respect to accrued, unpaid salary or expenses arising prior to termination). For
purposes of this Agreement "cause" shall be defined as:

             (i) the use of drugs and/or alcohol which interfere materially with
Employee's performance of Employee's services under this Agreement;

             (ii) Employee's conviction of any act which constitutes a felony
under federal, state or local laws or the law of any foreign country;

             (iii) Employee's persistent failure after written notice to
perform, or Employee's persistent refusal to perform after written notice, any
of Employee's duties and responsibilities pursuant to this Agreement; or

             (iv) Employee's dishonesty in financial dealings with or on behalf
of Employer, its subsidiaries, affiliates and parent corporation or in
connection with performance of Employee's duties hereunder.


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         (b) Death or Disability. If Employee suffers an incapacity, illness or
mental or physical disability which incapacitates or prevents Employee from
rendering services to Company for a period of thirty (30) consecutive days or
sixty (60) days in the aggregate during any twelve (12) month period, or if
Employee dies during the Term hereof, Company may terminate this Agreement at
any time thereafter and all further obligations of Company hereunder (excluding
only accrued, unpaid items arising prior to termination) shall cease upon any
such termination. For purposes of counting the 30 consecutive or 60 aggregate
disability days described above, days properly designated by Employee as
vacation days will not be included.

         (c) Without Cause. If Employee is terminated without cause, Employee
shall be entitled to receive the base salary payable pursuant to Paragraph 3(a)
and minimum 30% bonus payable pursuant to Paragraph 3(b) when the same would
otherwise have been paid hereunder; provided, however, that in the event that
Employee has been terminated without cause at any time after the second contract
year, Employee will be entitled to receive the base salary otherwise due
hereunder through the end of the Term or for no less than twelve (12) months
from the date of such termination, whichever is greater, but in either case the
minimum bonus will be calcuated only based on the base salary payable through
the end of the Term. Employee shall have a duty to mitigate damages by pursuing
reasonably comparable alternative employment. If Employee is thereafter employed
during the Term, any sums earned by Employee pursuant to such subsequent
employment shall be offset against any remaining obligation Company may


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have to Employee hereunder. If Employee is terminated without cause, in no event
shall Company be liable to Employee for more than the base salary and benefits
specified above. Without limiting the foregoing, Company shall not be liable for
any consequential or punitive damages claimed as a result of any such
termination.

      8. Force Majeure. If Company's overall development or production of
material or Employee's services hereunder are interrupted or materially
interfered with by reason of any governmental law, ordinance, order or
regulation, or by reason of fire, flood, earthquake, labor dispute, lockout,
strike, accident, act of God or public enemy, or by reason of any other similar
event giving rise to any suspension and/or termination of Company's operations
or by reason of any other similar cause, thing or occurrence of the same or any
other nature not within Company's control, Company shall have the right at any
time to suspend this Agreement and Employee's services hereunder. If Company
elects to suspend this Agreement, then such suspension shall be for a period
equal to the duration of any such occurrence (unless lifted by Company) and no
compensation shall be paid or become due to Employee hereunder during such
period. If Employee is suspended hereunder for more than two weeks, then
Employee may render services for Employee's own account subject to recall on
forty-eight (48) hours' notice. Unless this Agreement shall have been previously
terminated as provided herein, any such suspension shall end as soon as the
cause of such suspension ceases, and all time periods and dates hereunder shall
be extended by a period equal to the period of such suspension, at Company's
election. If a suspension by reason of any event of force majeure hereunder
shall continue for more than six (6) months, Company shall have the right to
terminate


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this Agreement by written notice to Employee given prior to the cessation of
such event of force majeure (subject to Company's obligation to pay all accrued,
unpaid compensation and benefits otherwise due up to the date of termination).

      9. No Obligation. Notwithstanding anything to the contrary herein, Company
shall have no obligation to use the services of Employee hereunder; provided,
that so long as this Agreement and Employee's services have not been terminated
or suspended hereunder, Company shall continue to pay to Employee all
compensation due hereunder in accordance with the terms of this Agreement.

      10. No Raid. Employee agrees that during the Term and for a period of one
year thereafter, Employee will not employ or knowingly attempt to employ or
assist anyone else to employ any person who is working as an officer,
policymaker or in high-level creative development, sales or distribution
(including without limitation executive employees) for or rendering
substantially full-time services as such to Employer.

      11. Eligibility. All of Company's obligations in this Agreement are
expressly conditioned upon Employee's completion of Employee Eligibility
Verification Form (Form I-9) and upon Employee's submission to Company of
original documents satisfactory to Company to demonstrate Employee's employment
eligibility in accordance with the Immigration Reform and Control Act of 1986.


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      12. Enforceability. Employee acknowledges and agrees that the rights
granted and the services to be performed hereunder are of a special and unique
kind and character and that, if there is any breach by Employee of any material
provision of this agreement, Company would not have an adequate remedy at law.
It is therefore expressly agreed that the rights of Company hereunder may be
enforced by an action for specific performance and such other equitable relief
as is provided under the laws of the State of California.

      13. Assignment. Employee may not assign this Agreement or any part hereof.
Company may lend Employee's services to any person, firm or entity, and may
assign this Agreement in its entirety in connection with any sale or
reorganization of the Company or any sale of substantially all of Company's
operating assets or of the operating assets of any division of Company. Upon
such assignment, Company shall be released thereupon from any further obligation
to Employee hereunder if (1) such assignee is an affiliate of Company, a major
motion picture production or distribution company or a television network, or a
similarly financially responsible party, (2) such assignee assumes in writing
the obligations to Employee hereunder, and (3) Employee is engaged in a similar
or comparable position with similar or comparable duties by assignee. All of the
terms and provisions contained herein shall inure to the benefit of and shall be
binding upon the parties hereto and their respective heirs, personal
representatives, administrators, executors, successors and permitted assigns.
For purposes hereof, an "affiliate" of Company shall mean any person, firm or
entity controlling, controlled by, or under common control with Company.


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      14. Notices. Any and all notices, demands and other communications
required or desired to be given hereunder by any party shall be in writing and
shall be validly given or made to another party if served either personally or
deposited in the United States mail, certified, or registered, postage prepaid,
return receipt requested. If such notice, demand or other communication is
served personally, service shall be conclusively deemed made at the time of such
personal service. If such notice, demand or communication is given by mail, such
shall be conclusively deemed given seven (7) days following its deposit thereon
in the United States mail addressed to the party to whom such notice, demand or
other communication is to be given as hereinafter set forth:

      To Employee:

      Mr. Paul FitzPatrick
      Odyssey Holdings, L.L.C.
      12700 Ventura Boulevard
      Studio City, California 91604
      (or at Employee's Los Angeles area residence address when specified by
      Employee in writing)

      To Company:

      Odyssey Holdings, L.L.C.
      12700 Ventura Boulevard
      Studio City, California 91604
      Attn.: Office of the President

Any party hereto may change its address for the purpose of receiving notices,
demands or other communications as herein provided by a written notice given in
the manner aforesaid to the other party or parties hereto.


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      15. Applicable Law and Severability. This document shall, in all respects,
be governed by the laws of the State of California applicable to agreements
executed and to be wholly performed within the State of California. Nothing
contained herein shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any provision
contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no legal right to contract, the latter shall
prevail but the provision of this document which is affected shall be curtailed,
modified and limited only to the extent necessary to bring it within the
requirements of the law.

      16. Waiver. No waiver by either party hereto of any failure by the other
party to keep or perform any covenant or condition of this agreement shall be
deemed to be a waiver of any preceding or succeeding breach of the same, or any
other covenant or condition. The remedies herein provided shall be deemed
cumulative and the exercise of any one shall not preclude the exercise of or be
deemed a waiver of any other remedy, nor shall the specification of any remedy
hereunder exclude or be deemed a waiver of any rights or remedies at law, or in
equity, which may be available to Company, including any rights to damages or
injunctive relief.

      17. Employee's Representations. Employee represents and warrants that:

         (a) Employee has the right to enter into this Agreement and is not
subject to any contract, commitment, agreement, arrangement or restriction of
any kind which would prevent Employee from performing Employee's duties and
obligations hereunder;


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         (b) To the best of Employee's knowledge, Employee is not subject to any
undisclosed medical condition which might have a material effect on Employee's
ability to satisfactorily perform Employee's services hereunder.

      18. Entire Agreement; Amendments. This document, which may be executed in
counterparts, constitutes the entire understanding and agreement of the parties
and any and all prior and contemporaneous agreements, understandings or
representations are hereby terminated and canceled in their entirety and are of
no further force of effect. This Agreement may be amended only in a writing
signed by the party to be charged with such amendment.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

COMPANY:                                ODYSSEY HOLDINGS, L.L.C.


                                        By:  /s/ Margaret Loesch
                                            ----------------------------
                                        Its: President and CEO
                                            ----------------------------
EMPLOYEE:


                                          /s/ Paul FitzPatrick
                                        --------------------------------
                                        Paul FitzPatrick


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