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Crown Sale Could Mean $9M for Schleiff

10/06/2006 10:44 AM Eastern

Henry Schleiff, the new president and CEO of Hallmark Channel’s parent, will be paid an annual base salary of $1 million and receive up to a $9 million transaction bonus if control of the network changes, according to a securities filing Friday.

Former Court TV chairman Schleiff, who was named chief of Crown Media Holdings Wednesday, has a four-year contract for his new job, according to an 8-K filing with the Securities and Exchange Commission.

In addition to his $1 million base salary, Schleiff will get a minimum 4% annual pay increase and be eligible for an annual performance bonus. That target bonus will “be 100% of the then-current base salary with a potential payout range of 0%-200% with a minimum guarantee of 50% for each calendar year of the term,” the filing said.

If there’s a change of ownership at Crown, Schleiff will get a transaction bonus of $6 million, provided he stays with the company or its successor company for six months.

The transaction bonus will increase by $1 million for each year Schleiff remains with Crown prior to a change in control “through the fourth year of the term, up to a maximum of $9 million,” according to the SEC filing.

The transaction bonus is payable six months after the change in control, which is defined as a sale of shares or a merger with another business that results in Crown’s main shareholder, Hallmark Cards, no longer owning 50% or more of the company’s stock; or the sale of all of Crown’s assets to a company other than Hallmark Cards.

September