exv10w1






Exhibit
10.1




EXECUTION COPY




Employment Agreement




          This Employment Agreement (the “Agreement”), entered into on November 2, 2009, and effective
as of the Effective Date (as defined in Section 2(b)), is made by and between RHI Entertainment,
LLC (together with any predecessor or successor thereto, the “Company”) and William J. Aliber (the
“Executive”).




RECITALS




          A. The Company and Executive previously entered into an Employment Agreement on October 1,
2006, which was amended on November 8, 2007, and August 26, 2009 (as amended, the “Prior
Agreement”).




          B. The Prior Agreement expired on October 1, 2009.




          C. The Company desires to assure itself of the services of the Executive by engaging the
Executive to perform services under the terms hereof.




          D. The Executive desires to provide services to the Company on the terms herein provided.




AGREEMENT




          NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below the parties hereto agree as follows:




     1. Certain Definitions



          (a) “Annual Base Salary” shall have the meaning set forth in Section 3(a).




          (b) “Board” shall mean the Board of Directors of the Company.




          (c) The Company shall have “Cause” to terminate the Executive’s
employment hereunder upon: (i) the Executive’s conviction of, or plea of nolo contendere to, any
felony (or any other crime having a material adverse effect on the Company); (ii) the Executive’s
unlawful use (including being under the influence) or possession of illegal drugs on the Company’s
premises or while performing the Executive’s duties and responsibilities under this Agreement; or
(iii) the Executive’s commission of an act of fraud, embezzlement, misappropriation, willful
misconduct, or breach of fiduciary duty against the Company.




          (d) “Company” shall, except as otherwise provided by Section 6(h), have the meaning set forth
in the preamble hereto.




          (e) “Date of Termination” shall mean (i) if the Executive’s employment is terminated
by his death, the date of his death; (ii) if the Executive’s employment is terminated due to his
Disability, the date determined pursuant to Section 4(a)(ii); (iii) if the Executive’s employment
is terminated pursuant to Section 4(a)(iii)-(vi) either the date indicated in the Notice of
Termination or the date specified by the Company pursuant to Section 4(b), whichever is




 









 







earlier; or (iv) if the Executive’s employment is terminated due to non-extension of this Agreement
by the Company pursuant to Section 4(a)(vii), the last day of the then-applicable Term.




          (f) “Disability” shall mean the Executive’s incapacity due to reasonably documented physical
or mental illness that shall have prevented the Executive from performing his duties for the
Company on a full time basis for more than six months.




          (g) “Effective Date” shall have the meaning set forth in Section 2(b). 


          (h)
“Executive” shall have the meaning set forth in the preamble hereto.




          (i) The Executive shall have “Good Reason” to resign his employment during the period of
one year which follows the occurrence (without the Executive’s prior written consent) of any of the
following: (i) failure of the Company to make any material payment under this Agreement; (ii) the
Company’s material breach of this Agreement; or (iii) material relocation of the Company’s
principal office from the New York metropolitan area; provided, however, that the Executive may not
resign his employment for Good Reason unless: (A) the Executive has provided the Company with at
least 30 days prior written notice of his intent to resign for Good Reason (which notice must be
provided within 90 days following the occurrence of the event(s) purported to constitute Good
Reason and must set forth such event(s) purported to constitute Good Reason); and (B) the Company
has not remedied the alleged violation(s) within the 30-day period.




          (j) “Notice of Termination” shall have the meaning set forth in Section 4(b).




          (k) “Section 409A” shall have the meaning set forth in Section 20.




          (l) “Term” shall have the meaning set forth in Section 2(b).




     2. Employment



          (a) In General. The Company shall employ the Executive and the Executive shall enter
the employ of the Company, for the period set forth in Section 2(b), in the position set forth in
Section 2(c), and upon the other terms and conditions herein provided.




          (b) Term of Employment. The term of employment under this Agreement (the “Initial
Term”) shall be for the period beginning on October 1, 2009 (the “Effective Date”) and ending on
January 1, 2011 (“End Date”), unless earlier terminated as provided in Section 4. The employment
term hereunder shall be automatically be extended for successive one-year periods (“Extension
Terms” and, collectively with the Initial Term, the “Term”) unless either party gives notice of
non-extension to the other at least 30, but not more than 90, days prior to the expiration of the
then-applicable Term. Any notification by the Company to the Executive pursuant to this Section
2(b) that the Agreement will not be extended beyond the end of the then-applicable Term will be
considered a notice that Executive’s employment with the Company shall be terminated as of the last
day of such Term, unless the purpose of such notice is to negotiate the terms of a new agreement
between the Company and the Executive and the notice provides that this Agreement shall remain in
effect until such new agreement is entered into.




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          (c) Position and Duties. During the Term, the Executive: (i) shall serve as Chief
Financial Officer with responsibilities, duties and authority customary for such position, subject
to direction by the Chief Executive Officer and the Board (ii) shall report directly to the Chief
Executive Officer (iii) shall devote substantially all his working time and efforts to the business
and affairs of the Company and its subsidiaries; and (iv) agrees to observe and comply with the
Company’s rules and policies as adopted by the Board from time to time.




          (d) Place of Performance. In connection with his employment during the Term, the
Executive shall be based at the Company’s offices in New York, New York, and Kansas City,
Missouri, except for necessary travel on the Company’s business.




     3. Compensation and Related Matters



          (a) Annual Base Salary. For the period beginning on the Effective Date and ending on
the End Date, the Executive shall receive a base salary (the “Annual Base Salary”) at a rate of
$775,000 per annum. The Annual Base Salary shall be payable in accordance with the customary
payroll practices of the Company.




          (b) Benefits. The Executive shall be entitled to participate in employee benefit
plans, programs and arrangements of the Company now (or, to the extent determined by the Board,
hereafter) in effect which are applicable to the senior officers of the Company.




          (c) Vacation. During the Term, the Executive shall be entitled to not less than five
weeks paid vacation in accordance with the Company’s applicable policies and procedures.




          (d) Expenses. The Company shall reimburse the Executive for all reasonable travel and
other business expenses incurred by him in the performance of his duties to the Company in
accordance with the Company’s applicable expense reimbursement policies and procedures and
consistent with past practices as applied to the Executive.




          (e) Discretionary Bonuses. The Board, in its sole discretion, may award the Executive
additional annual or other bonuses during the Term.




     4. Termination. The Executive’s employment hereunder may be terminated by the Company
or the Executive, as applicable, without any breach of this Agreement only under the following
circumstances:



          (a) Circumstances





          (i) Death. The Executive’s employment hereunder shall terminate upon his
death.




          (ii) Disability. If the Executive incurs a Disability, the Company may
give the Executive written notice of its intention to terminate the Executive’s employment.
In that event, the Executive’s employment with the Company shall terminate effective on the
later of the 30th day after receipt of such notice by the Executive or the date
specified in such notice, provided that within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of his duties.



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          (iii) Termination by the Company for Cause. The Company may
terminate the Executive’s employment for Cause.




          (iv) Termination by the Company without Cause. The Company may terminate
the Executive’s employment without Cause.




          (v) Resignation by the Executive for Good Reason. The Executive may
resign his employment with the Company for Good Reason.




          (vi) Resignation by the Executive without Good Reason. The
Executive may resign his employment with the Company without Good Reason.




          (vii) Non-Extension of Agreement. The Company may terminate the Executive’s
employment by not extending this Agreement, subject to Section 2(b).



          (b) Notice of Termination. Any termination of the Executive’s employment by the
Company or by the Executive under this Section 4 (other than termination pursuant to paragraph
(a)(i)) shall be communicated by a written notice to the other party hereto indicating (i) the
specific termination provision in this Agreement relied upon, (ii) except with respect to a
termination pursuant to Section 4(a)(iv), 4(a)(vi) or 4(a)(vii), setting forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated, and (iii) specifying a Date of Termination which, if
submitted by the Executive (or, in the case of a termination described in Section 4(a)(ii) or a
non-extension of the Agreement as described in Section 4(a)(vii), by the Company), shall be at
least 30 days following the date of such notice (a “Notice of Termination”); provided, however,
that a Notice of Termination delivered by the Company pursuant to Section 4(a)(ii) shall not be
required to specify a Date of Termination, in which case the Date of Termination shall be
determined pursuant to Section 4(a)(ii); provided, further, that a Notice of Termination delivered
by the Company with respect to a termination of employment described in Section 4(a)(vii) shall be
delivered at such time as set forth in Section 2(b); and provided, further, that in the event that
the Executive delivers a Notice of Termination to the Company, the Company may, in its sole
discretion, change the Date of Termination to any date that occurs during the period beginning on
the date of Company’s receipt of such Notice of Termination and ending on the date specified in
such Notice of Termination. Other than a Notice of Termination pursuant to Section 4(a)(vii), a
Notice of Termination submitted by the Company may provide for a Date of Termination on the date
the Executive receives the Notice of Termination, or any date within 45 days thereafter. The
failure by the Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of
the Executive or the Company hereunder or preclude the Executive or the Company from asserting such
fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.




     5. Company Obligations Upon Termination of Employment



          (a) In General. Upon a termination of the Executive’s employment for any reason,
the Executive (or the Executive’s estate) shall be entitled to receive the sum of the Executive’s
Annual Base Salary through the Date of Termination not theretofore paid; any





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expenses owed to the Executive under Section 3(d); any accrued vacation pay owed to the Executive
pursuant to Section 3(c); and any amount arising from the Executive’s participation in, or benefits
under, any employee benefit plans, programs or arrangements under Section 3(b), which amounts shall
be payable in accordance with the terms and conditions of such employee benefit plans, programs or
arrangements.




          (b) Termination without Cause, Resignation for Good Reason or Non-Extension by the
Company. If the Executive’s employment shall be terminated by the Company without Cause, by the
Executive for Good Reason or by non-extension of this Agreement by the Company (but not by reason
of the Executive’s death, Disability, termination by the Company for Cause, non-extension by the
Executive or termination by the Executive without Good Reason), then, in addition to the payments
described in Section 5(a), the Company shall:




               (i) Pay to the Executive an amount equal to one year of the
Executive’s Annual Base Salary, net of applicable taxes and other authorized withholding, payable
in a single lump-sum in the first payroll period following the 30th day following the Date of
Termination, and in any event on or prior to the 15th day of the third calendar month following the
end of the calendar year in which the Date of Termination occurs; and



               (ii) Continue coverage for the Executive and any eligible dependents under all Company
group health benefit plans in which the Executive and any dependents were entitled to participate
immediately prior to the Date of Termination, to the extent permitted thereunder and subject to any
cost-sharing or similar provisions in effect thereunder as of the Date of Termination, until
earlier of (A) the first anniversary of the Date of Termination or (B) the date the Executive first
violates any of the restrictive covenants set forth in Section 6. If such benefits cannot be
provided under the Company’s group health benefit plans, such benefits will be provided on an
individual basis to the Executive such that his after-tax costs will be no greater than the costs
for such benefits under the Company’s plans. As of the date that the Executive ceases to receive
coverage under any group health plan pursuant to this Section 5(b)(ii), the Executive shall be
eligible to elect to receive “COBRA” continuation coverage, at the expense of the Executive, to the
extent permitted by Section 601 et seq. of the Executive Retirement Income Security Act of 1974, as
amended.



               (iii) Pay to the Executive an amount equal to one year of the then current annual premiums
associated with any life and disability insurance policies which Executive is participating in as
of the Date of Termination, payable in a single lump-sum in the first payroll period following the
30th day following the Date of Termination; and in any event on or prior to the 15th day of the
third calendar month following the end of the calendar year in which the Date of Termination
occurs. The parties acknowledge and agree that the amount of such premiums will be considered
income to the Executive for tax purposes.



               (iv) If the Executive’s employment shall be terminated by the Company without Cause or by
the Executive for Good Reason (but not by reason of the Executive’s death, Disability, termination
by the Company for Cause, termination by the Executive without Good Reason or non-extension of this
Agreement by the Company or by the Executive) at any time from the Effective Date to the end of the
Term, then, in addition to the payments and benefits described in Sections 5(a) and 5(b)(i)-(iii),
the Executive shall also



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receive a pro-rata lump sum payment equal to the Annual Base Salary he would have received under
this Agreement from the Date of Termination through and including the Initial Term or any
applicable Extension Term, net of applicable taxes and other authorized withholding, payable in a
single lump-sum in the first payroll period following the 30th day following the Date of
Termination; and in any event on or prior to the 15th day of the third calendar month following the
end of the calendar year in which the Date of Termination occurs.




          (c) Termination due to Disability. If the Executive’s employment with the Company is
terminated by reason of his Disability, then the Executive or, as applicable, his legal
representative, shall be entitled to receive the amounts described in Section 5(a), including any
amount arising from the Executive’s participation in, or benefits under, any employee benefit
plans, programs or arrangements described in Section 3(b) (including without limitation any
disability or life insurance benefit plans, programs or arrangements), which amounts shall be
payable in accordance with the terms and conditions of such employee benefit plans, programs or
arrangements.




          (d) Termination due to Death. If the Executive’s employment with the Company is
terminated by reason of his death, then the Executive’s estate or other legal representative shall
be entitled to receive (i) the amounts described in Section 5(a), including any amount arising from
the Executive’s participation in, or benefits under, any employee benefit plans, programs or
arrangements described in Section 3(b) (including without limitation any disability or life
insurance benefit plans, programs or arrangements), which amounts shall be payable in accordance
with the terms and conditions of such employee benefit plans, programs or arrangements, (ii) a
pro-rata lump sum payment equal to the Annual Base Salary the Executive would have received under
this Agreement from the Date of Termination through and including the Initial Term or any
applicable Extension Term, net of applicable taxes and other authorized withholding, payable in a
single lump-sum in the first payroll period following the Date of Termination; and in any event on
or prior to the 15th day of the third calendar month following the end of the calendar year in
which the Date of Termination occurs, and (iii) continued coverage for any of the Executive’s
eligible dependents under all Company group health benefit plans in which the Executive and any
dependents were entitled to participate immediately prior to the Date of Termination, to the extent
permitted thereunder and subject to any cost-sharing or similar provisions in effect thereunder as
of the Date of Termination, during the period beginning on the Date of Termination and ending on
the last day of the then- applicable Term.




          (e) Section 409A. Notwithstanding any provision to the contrary in this Agreement: (i)
no amount shall be payable pursuant to Section 5(b) unless the Executive’s termination of
employment constitutes a “separation from service” within the meaning of Section 1.409A-l(h) of the
Department of Treasury Regulations and unless, on or prior to the 30th day following the
Date of Termination (A) the Executive executes a waiver and release of claims agreement in the
Company’s customary form and (B) such waiver and release of claims agreement shall not have been
revoked by the Executive (and all applicable revocation periods shall have expired) prior to such
30th day; and (ii) if the Executive is deemed at the time of his separation from service
to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent
delayed commencement of any portion of the termination benefits to which Executive is entitled
under this Agreement is required in order to avoid a prohibited




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distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s termination
benefits shall not be provided to Executive prior to the earlier of (A) the expiration of the
six-month period measured from the date of the Executive’s “separation from service” with the
Company (as such term is defined in the Treasury Regulations issued under Section 409A of the Code)
or (B) the date of Executive’s death. Upon the earlier of such dates, all payments deferred
pursuant to this Section 5(e)(ii) shall be paid in a lump sum to the Executive, and any remaining
payments due under the Agreement shall be paid as otherwise provided herein. For purposes of
Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to
this Section 5 shall be treated as a right to receive a series of separate and distinct payments.
To the extent that any reimbursement of any expense under Sections 3(d) or 5(a), or in-kind
benefits provided under this Agreement are deemed to constitute taxable compensation to the
Executive, such amounts will be reimbursed or provided no later than December 31 of the year
following the year in which the expense was incurred. The amount of any such expenses reimbursed or
in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible
for reimbursement or payment in any subsequent year, and the Executive’s right to such
reimbursement or payment of any such expenses will not be subject to liquidation or exchange for
any other benefit. The determination of whether the Executive is a “specified employee” for
purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his separation from service
shall made by the Company in accordance with the terms of Section 409A of the Code and applicable
guidance thereunder (including without limitation Treasury Regulation Section 1.409A-l(i) and any
successor provision thereto).




     6. Restrictive Covenants.



          (a) Confidentiality. The Executive agrees that he will not during the Term or
thereafter divulge to anyone (other than the Company or any persons designated by the Company) any
knowledge or information of any type whatsoever of a confidential nature relating to the business
of the Company, including, without limitation, all types of trade secrets, business strategies,
marketing and distribution plans as well as ideas, proposals, plans, scripts, treatments and
formats described in Section 6(b) below. The Executive further agrees that he will not disclose,
publish or make use of any such knowledge or information of a confidential nature (other than in
the performance of the Executive’s duties hereunder) without the prior written consent of the
Company. This provision does not apply to information which becomes available publicly without the
fault of the Executive or information which the Executive is required to disclose in legal
proceedings, provided the Executive gives advance written notice to the Board and an opportunity
for the Company to resist such disclosure.




          (b) Intellectual Property. During the Term, the Executive will disclose to the Company
all ideas, proposals, plans, scripts, treatments, and formats invented or developed by the
Executive which relate directly or indirectly to the business of the Company or any of its
subsidiaries or affiliates including, without limitation, any ideas, proposals and plans which may
be copyrightable, trademarkable, patentable or otherwise exploitable. The Executive agrees that all
such ideas, proposals, plans, scripts, treatments, and formats are and will be the property of the
Company. The Executive further agrees, at the Company’s request, to do whatever is necessary or
desirable to secure for the Company the rights to said ideas, proposals, plans, scripts,
treatments, and formats, whether by copyright, trademark, patent or otherwise and to assign,
transfer and convey the rights thereto to the Company.





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          (c) Name and Likeness. The Company shall have the right in perpetuity to use the
Executive’s name, image, and likeness in connection with credits, advertising and publicity for any
product for which the Executive performs any development and/or production services, and during the
Term otherwise in connection with the Company and its business.




          (d) Competitive Business Restrictions. During the Term, the Executive shall not engage
directly or indirectly, whether as an employee, independent contractor, consultant, partner,
shareholder or otherwise, in a business or other endeavor which would or might interfere with any
of his duties or obligations hereunder or which is competitive with or similar to the business of
the Company or any of its subsidiaries or affiliates, including but not limited to any business
related to the production, distribution or other exploitation of made for television movies or
miniseries or the ownership, management, production, distribution or any other exploitation of any
other audiovisual or theatrical materials. Notwithstanding the foregoing, the Executive shall have
the right to own up to five percent (5%) of the shares of any publicly traded company in the
entertainment business.




          (e) Non-Solicitation. The Executive further agrees that during the Term and for a
period of one year thereafter, the Executive will not employ or attempt to employ or assist anyone
else to employ any person who is, as of the Date of Termination, working as an officer, policymaker
or in creative development (including without limitation executive employees) for or rendering
services as such to the Company (e.g., this prohibition does not apply to anyone who is a short
term employee engaged by the Company specifically to work on the development or production of a
particular motion picture, television or other audiovisual property).




          (f) Non-Compete. In consideration of the Company’s agreements herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Executive agrees, in addition to any other obligation imposed by this Section 6, that he will not,
during the period beginning on the Date of Termination and ending on the first anniversary thereof
(the “Non-Compete Period”), engage directly or indirectly, whether as an employee, independent
contractor, consultant, partner, shareholder or otherwise, in a business or other endeavor which is
competitive with or similar to any business of the Company (including without limitation any
business related to the production, distribution or other exploitation of made for television
movies or miniseries), or any business which as of the Date of Termination is contemplated by the
Company and has been formally considered by the Board at a meeting (any such business or endeavor,
a “Competitive Business”), anywhere in the world. Notwithstanding the foregoing, at any time during
the Non-Compete Period the Executive may request in writing to the Board that the Board consent to
the Executive’s direct or indirect engagement in, ownership of equity interest in, or management or
operation of (whether as a director, officer, employee, agent, representative, security holder,
consultant or otherwise) any Competitive Business which derives less than 10% of its aggregate
annual revenues from the production, distribution or other exploitation of made for television
movies or miniseries, which request the Board shall consider in good faith based upon the Board’s
determination of the potential impact of the Executive’s involvement in such Competitive Business
on the Company and its stockholders. The Executive specifically acknowledges that he is of special,
unique and extraordinary value to the Company and that as a key executive of the Company, he has
access to all confidential information, trade secrets, and the like, of the Company, that he has
independent means of supporting himself and his family; and that in view of the foregoing, the
restrictions




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imposed by this Section 6(f) are reasonably necessary to protect the Company against unfair
competition by the Executive and are not unduly burdensome to the Executive. In addition,
notwithstanding any provision of Section 6(d) or 6(f) to the contrary, the restrictions on the
Executive under Section 6(d) and/or 6(f) shall terminate upon the 60th day following the
Company’s filing for relief under Chapter 7 of the United States Bankruptcy Code (provided that
such Chapter 7 case is not converted into a Chapter 11 case under the United States Bankruptcy Code
within the 60 day period following the Company’s Chapter 7 filing). The parties acknowledge and
agree that if the Chapter 7 case described in the preceding sentence is timely converted into a
Chapter 11 case but the Company is nevertheless liquidated rather than reorganized, then the
restrictions on the Executive under Section 6(d) and/or 6(f) shall terminate upon the effective
date of a liquidating plan of reorganization under Chapter 11. For the avoidance of doubt, in no
event shall the Company’s filing for relief under Chapter 7 of the United States Bankruptcy Code
(whether or not converted into a Chapter 11 case) cause the Non-Compete Period to extend beyond the
first anniversary of the Date of Termination. Furthermore, notwithstanding any other provision of
this Section 6(f), if the Company fails to make any payment to the Executive pursuant to Section
5(b)(i) (other than as a result of the Executive’s violation of any restrictive covenant set forth
in this Section 6) and the Executive notifies the Company of such failure in accordance with the
notice provisions set forth in Section 10, then the Non-Compete Period shall expire after the third
business day following the date the Company receives such notice from the Executive, but only if
the Company has not cured the failure during the three-business day period following the Company’s
receipt of such notice.




          (g) Non-Disparagement. The Executive agrees not to disparage the Company, any of
its products or practices, or any of its directors, officers, agents, representatives, stockholders
or affiliates, either orally or in writing, at any time.




          (h) Interpretation. In the event the terms of this Section 6 shall be determined
by any court of competent jurisdiction to be unenforceable by reason of its extending for too great
a period of time or over too great a geographical area or by reason of its being too extensive in
any other respect, it will be interpreted to extend only over the maximum period of time for which
it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to
the maximum extent in all other respects as to which it may be enforceable, all as determined by
such court in such action. As used in this Section 6, the term “Company” shall include the Company,
its parent, related entities, and any of its direct or indirect subsidiaries or affiliates.




     7. Injunctive Relief. The Executive recognizes and acknowledges that a breach of the
covenants contained in Section 6 will cause irreparable damage to Company and its goodwill, the
exact amount of which will be difficult or impossible to ascertain, and that the remedies at law
for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a
breach of any of the covenants contained in Section 6, in addition to any other remedy which may be
available at law or in equity, the Company will be entitled to specific performance and injunctive
relief.



     8. Assignment and Successors. The Company may assign its rights and obligations under
this Agreement to any entity which is a successor to all or substantially all the assets of the
Company, by merger or otherwise, and may assign or encumber this Agreement and its rights



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hereunder as security for indebtedness of the Company and its affiliates. The Executive may not
assign his rights or obligations under this Agreement to any individual or entity. This Agreement
shall be binding upon and inure to the benefit of the Company, the Executive and their respective
successors, assigns, personnel and legal representatives, executors, administrators, heirs,
distributees, devisees, and legatees, as applicable.




     9. Governing Law. This Agreement shall be governed, construed, interpreted and
enforced in accordance with the substantive laws of the State of New York, without reference to the
principles of conflicts of law of New York or any other jurisdiction, and where applicable, the
laws of the United States.



     10. Notices. Any notice, request, claim, demand, document and other communication
hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in
writing and delivered personally or sent by telex, telecopy, or certified or registered mail,
postage prepaid, to the following address (or at any other address as any party shall have
specified by notice in writing to the other party):




	 	(a)	 	If to the Company:
	 
	 	 	 	RHI Entertainment, LLC

1325 Avenue of the Americas

New York, NY 10019

Attn: Henry S. Hoberman,

Executive Vice President, General Counsel & Secretary

Fax Number: (212) 261-9110
	 
	 	(b)	 	If to the Executive, at the address set forth on the signature page hereto.





     11. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same
Agreement.



     12. Entire Agreement. The terms of this Agreement (together with any other agreements
and instruments contemplated hereby or referred to herein) are intended by the parties to be the
final expression of their agreement with respect to the employment of the Executive by the Company
and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement
shall supersede all undertakings or agreements, whether written or oral, previously entered into by
the Executive and the Company or any predecessor thereto or affiliate thereof with respect to the
employment of the Executive by the Company (including, without limitation, the Prior Agreement).
The parties further intend that this Agreement shall constitute the complete and exclusive
statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding to vary the terms of this Agreement.



     13. Amendments; Waivers. This Agreement may not be modified, amended, or terminated
except by an instrument in writing, signed by the Executive and the Chairman of the Board (or his
delegate). By an instrument in writing similarly executed, the Executive or the



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Chairman of the Board (or his delegate) may waive compliance by the other party or parties with any
provision of this Agreement that such other party was or is obligated to comply with or perform;
provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to,
any other or subsequent failure. No failure to exercise and no delay in exercising any right,
remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or
power provided herein or by law or in equity.




     14. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or
fail to undertake any action or course of action inconsistent with the provisions or essential
intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and
reasonable manner with respect to the interpretation and application of the provisions of this
Agreement.



     15. Construction. This Agreement shall be deemed drafted equally by both the parties.
Its language shall be construed as a whole and according to its fair meaning. Any presumption or
principle that the language is to be construed against any party shall not apply. The headings in
this Agreement are only for convenience and are not intended to affect construction or
interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those
parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the
context clearly indicates to the contrary, (a) the plural includes the singular and the singular
includes the plural; (b) “or” is used both conjunctively and disjunctively; (c) “any,” “all,”
“each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are
each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the
word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph,
section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine, neuter, singular or plural as the identity of the entities or persons
referred to may require.



     16. Enforcement. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term of this Agreement, such
provision shall be fully severable; this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and
the remaining provisions of this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be
added automatically as part of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and enforceable.



     17. Withholding. The Company shall be entitled to withhold from any amounts payable
under this Agreement any federal, state, local or foreign withholding or other taxes or charges
which the Company is required to withhold. The Company shall be entitled to rely on an opinion of
counsel if any questions as to the amount or requirement of withholding shall arise.



     18. Employee Acknowledgement. The Executive acknowledges that he has read and
understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any
representations or promises made by the Company other than those contained in writing herein, and
has entered into this Agreement freely based on his own judgment.



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     19. Survival. The expiration or termination of the Term shall not impair the rights or
obligations of any party hereto, which shall have accrued prior to such expiration or termination.



     20. Section 409A. No payment hereunder is intended to constitute or provide for
non-exempt “nonqualified deferred compensation” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended, and the Department of Treasury Regulations and other interpretive
guidance issued thereunder (“Section 409A”). To the extent that the Company determines that any
payment or benefit under this Agreement is subject to Section 409A, this Agreement shall
incorporate the terms and conditions required by Section 409A. Notwithstanding any provision of
this Agreement to the contrary, in the event that the Company determines that any compensation or
benefits payable or provided hereunder may be subject to Section 409A, the Company reserves the
right (without any obligation to do so or to indemnify the Executive for failure to do so) to adopt
such limited amendments to this Agreement and appropriate policies and procedures, including
amendments and policies with retroactive effect, that the Company reasonably determines are
necessary or appropriate to (a) exempt the compensation and benefits payable under this Agreement
from Section 409A and/or preserve the intended tax treatment of the compensation and benefits
provided with respect to this Agreement or (b) comply with the requirements of Section 409A. No
provision of this Agreement shall be interpreted or construed to transfer any liability for failure
to comply with the requirements of Section 409A from the Executive or any other individual to the
Company or any of its affiliates, employees or agents.



          IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above
written. 



	 	 	 	 	 
	 	COMPANY

 	 
	 	By:  	/s/  Henry S. Hoberman
 	 
	 	Its: 	Henry S. Hoberman	 
	 	 	Exce. V.P., General Counsel & Secretary 	 
	 
	 	EXECUTIVE

 	 
	 	By:  	/s/  William J. Aliber
 	 
	 	 	Willim J. Aliber 	 
	 
	 	 	Residence Address:



6509 Belinder Avenue

Mission Hills, KS 66208 	 
	 




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