EX-10.1






Exhibit 10.1




EXECUTION COPY









February 6, 2009




Mr. Jeffrey F. Sagansky

53 East 80th Street

New York, NY 10021




     Re:      Non-Executive Chairman of the Board


Dear Jeff:




     This letter agreement (the “Agreement”) confirms the understanding reached between you
and RHI Entertainment, Inc., a Delaware corporation (the “Company”) regarding the terms of
your services with the Company and its affiliates.



     1. During the term of your services under this Agreement, you will serve as Non-Executive
Chairman of the Company’s Board of Directors (the “Board”). In connection with your
services as Chairman of the Board, you will be an employee of RHI Entertainment, LLC, a Delaware
limited liability company (“RHI LLC”), but you will not be an executive or an officer of
the Company, RHI LLC, or any of their respective affiliates (collectively, “RHI”). You
will devote your substantial efforts and time to the business of RHI, as reasonably appropriate to
satisfy your duties as Chairman of the Board (it being understood that you will not be required to
devote your exclusive efforts and time to the business of RHI under this Agreement) and will use
your efforts, skills and abilities to promote the interests of RHI.



     2. Your employment with RHI LLC and your services as Non-Executive Chairman of the Board will
commence as of February 9, 2009 (the “Effective Date”).



     3. You will be paid a base salary at the rate of $500,000 per year, which will be payable in
accordance with RHI LLC’s customary payroll practices and subject to applicable deductions and
withholding. You may also be awarded an annual or other bonus at the sole discretion of the Board.



     4. Unless you decline, you will receive employee benefits commensurate with RHI’s other senior
executives at your level. Our Human Resources Department will provide you with information
regarding these benefits.



     5. As of the Effective Date, you will be granted 350,000 restricted stock units and an option
to purchase 350,000 shares of the Company’s common stock pursuant to the RHI Entertainment, Inc.
2008 Incentive Award Plan, evidenced by a Restricted Stock Unit Award Grant Notice and Restricted
Stock Unit Award Agreement in substantially the form attached hereto as Exhibit A and a
Stock Option



 









 







Grant Notice and Stock Option Agreement in substantially the form attached hereto as Exhibit
B. In addition, on, or as soon as reasonably practicable following, the Effective Date, you
will be awarded certain profits interests in KRH Investments LLC, a Delaware limited liability
company, pursuant to a Profits Interest Award Term Sheet in substantially the form attached hereto
as Exhibit C.



     6. Your employment with RHI LLC is for no specified period and constitutes “at-will”
employment. Your employment may be terminated by you or RHI LLC at any time, for any reason or for
no reason, upon a minimum of 60 days’ written notice. In the event of termination of your
employment, you agree that you will tender your resignation as Chairman of the Board, effective on
the date of your termination of employment with RHI LLC (or such earlier date as requested by the
Company), and you will not be entitled to any payments, benefits, damages, awards or compensation
other than as may otherwise be available in accordance with RHI’s established employee plans and
policies at the time of termination.



     7. You will have the use of a dedicated office at RHI while working on RHI business. We will
also provide space at our offices for your assistant, and will compensate her on a pro rata basis
for the time she devotes to RHI. You agree that you will bear full and complete responsibility and
liability for the payment and administration of your assistant’s compensation and the terms and
conditions of her employment, and you will comply with all applicable laws and regulations. You
agree to indemnify and hold RHI harmless for any claims or damages arising from your assistant’s
use of our office, unless the claim is based on wrongful conduct by an employee of RHI while your
assistant is performing work on behalf of RHI.



     8. You agree that you will not, during your services with RHI or thereafter, divulge to anyone
(other than RHI or any persons designated by RHI) any knowledge or information of any type
whatsoever of a confidential nature relating to the business of RHI, including, without limitation,
all types of trade secrets, business strategies, marketing and distribution plans. You further
agree that you will not disclose, publish or make use of any such knowledge or information of a
confidential nature (other than in the performance of your duties hereunder) without the prior
written consent of RHI. This provision does not apply to information which you are required to
disclose in legal proceedings, provided you give advance written notice to the Board and an
opportunity for RHI to resist such disclosure.



     9. You agree that during your services with RHI and for a period of one year thereafter, you
will not employ or attempt to employ or assist anyone else to employ any person who is, as of the
date of termination of your employment, working as an officer, policymaker or in creative
development (including without limitation executive employees) for or rendering services as such to
RHI. You agree not to disparage RHI, 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.



     10. The payments and benefits payable under this Agreement are not intended to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended, and any ambiguities in this Agreement should be interpreted accordingly.



     11. Notices to RHI under this Agreement should be sent or delivered to Henry S. Hoberman,
Executive Vice President, General Counsel & Secretary of RHI, at RHI’s New York office. Notices to
you will be sent or delivered to your residence address.



2









 





     Please indicate your acceptance of the terms and provisions of this Agreement by signing two
copies of this Agreement and returning one copy to me. The other copy is for your files. By
signing below, you acknowledge and agree that you have carefully read this Agreement in its
entirety, fully understand and agree to its terms and provisions, and intend and agree that it be
final and legally binding on you and the Company. This Agreement will be governed and construed
under the internal laws of the State of New York without regard to its conflicts of laws provisions
and may be executed in several counterparts.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	/s/ Henry S. Hoberman
 	 
	 	Name:  	Henry S. Hoberman 	 
	 	Title:  	Executive Vice President, General Counsel
& Secretary 	 
	 



Agreed and Accepted:




/s/ Jeffrey F. Sagansky                              

Jeffrey F. Sagansky




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EXHIBIT A




Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement





 









 





EXHIBIT B




Stock Option Grant Notice and Stock Option Agreement




 









 





EXHIBIT C




Profits Interests Award Term Sheet