EX-10.6






Exhibit 10.6




RHI ENTERTAINMENT, INC.

SENIOR EXECUTIVE BONUS PLAN




1. Purpose




     This Senior Executive Bonus Plan (the “Bonus Plan”) is intended to provide an incentive for
superior work and to motivate eligible executives of RHI Entertainment, Inc. (the “Company”) and
its subsidiaries toward even higher achievement and business results, to tie their goals and
interests to those of the Company and its stockholders and to enable the Company to attract and
retain highly qualified executives. The Bonus Plan is for the benefit of Covered Executives (as
defined below).



2. Covered Executives




     From time to time, the Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) may select certain key executives (the “Covered Executives”) to be
eligible to receive bonuses hereunder.



3. Administration




     The Compensation Committee shall have the sole discretion and authority to administer and
interpret the Bonus Plan.



4. Bonus Determinations




     (a) A Covered Executive may receive a bonus payment under the Bonus Plan based upon the
attainment of performance objectives which are established by the Compensation Committee and relate
to financial, operational or other metrics with respect to the Company or any of its subsidiaries
(the “Performance Goals”), including but not limited to: net earnings (either before or after
interest, taxes, depreciation and amortization), adjusted EBITDA, economic value-added, sales or
revenue, net income (either before or after taxes), operating earnings, cash flow (including, but
not limited to, operating cash flow and free cash flow), cash flow return on capital, return on net
assets, return on stockholders’ equity, return on assets, return on capital, stockholder returns,
return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency,
customer satisfaction, working capital, earnings per share, price per share of the Company’s
equity, and market share, any of which may be measured either in absolute terms or as compared to
any incremental increase or decrease, or as compared to results of a peer group.



     (b) Except as otherwise set forth in this Section 4(b): (i) any bonuses paid to Covered
Executives under the Bonus Plan shall be based upon objectively determinable bonus formulas that
tie such bonuses to one or more performance objectives relating to the Performance Goals, (ii)
bonus formulas for Covered Executives shall be adopted in each performance period by the
Compensation Committee and (iii) no bonuses shall be paid to Covered Executives unless and until
the Compensation Committee makes a certification with respect to the attainment of the performance
objectives. Notwithstanding the foregoing, the Company may pay bonuses (including, without
limitation, discretionary bonuses) to Covered Executives under the Bonus



 









 




Plan based upon such other terms and conditions as the Compensation Committee may in its
discretion determine.




     (c) The payment of a bonus to a Covered Executive with respect to a performance period shall
be conditioned upon the Covered Executive’s employment by the Company on the last day of the
performance period; provided, however, that the Compensation Committee may make exceptions to this
requirement, in its sole discretion, including, without limitation, in the case of a Covered
Executive’s termination of employment, retirement, death or disability.



5. Amendment and Termination




     The Company reserves the right to amend or terminate the Bonus Plan at any time in its sole
discretion. Any amendments to the Bonus Plan shall require stockholder approval only to the extent
required by any applicable law, rule or regulation.



6. Stockholder Approval




     No bonuses shall be paid under the Bonus Plan unless and until the Company’s stockholders
shall have approved the Bonus Plan. The Bonus Plan will be submitted for the approval of the
Company’s stockholders after the initial adoption of the Plan by the Board of Directors of the
Company.



7. Term of Plan




     The Bonus Plan shall become effective as of June ___, 2008. The Bonus Plan shall expire on the
earliest to occur of: (a) the first material modification of the Bonus Plan (as defined in Treasury
Regulation Section 1.162-27(h)(1)(iii)); (b) the first meeting of the Company’s stockholders at
which members of the Board of Directors of the Company are to be elected that occurs after the
close of the third calendar year following the calendar year in which occurred the first
registration of an equity security of the Company under Section 12 of the Securities Exchange Act
of 1934, as amended; or (c) such other date required by Section 162(m) of the Code and the rules
and regulations promulgated thereunder (including without limitation Treasury Regulation Section
1.162-27(f)(2)). The Bonus Plan is intended to be subject to the relief set forth in Treasury
Regulation Section 1.162-27(f)(1) and shall be interpreted accordingly.



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     I hereby certify that the Bonus Plan was duly adopted by the Board of Directors of RHI
Entertainment, Inc. as of June ___, 2008.



     I hereby certify that the Bonus Plan was approved by the stockholders of RHI Entertainment,
Inc. as of June ___, 2008.



Executed on this ___day of June, 2008.



	 	 	 	 	 
	 	 	 
	 	     /s/ Henry S. Hoberman
 	 
	 	Name:  	Henry S. Hoberman 	 
	 	Title:  	Executive Vice President,

General Counsel & Secretary 	 
	 



Signature Page — Senior Executive Bonus Plan