##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 2)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from     
          to
 Commission File No. 001-34102
 RHI ENTERTAINMENT, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    36-4614616(I.R.S. Employer
Identification No.)1325 Avenue of Americas,21stFloor New York, New York
    
    10019(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants Telephone Number, Including Area Code:
(212) 977-9001
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value
    
    NASDAQ Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o
 o þ
  DOCUMENTS INCORPORATED BY REFERENCE: None




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##### Table of Contents



EXPLANATORY NOTE
    ii




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##### 



RHI ENTERTAINMENT, INC.
 FORM 10-K
 TABLE OF CONTENTS
 PART III
    
    
    
    
    1Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    1Item 11.
    
    Executive Compensation
    
    
    8Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    29Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    31Item 14.
    
    Principal Accountant Fees and Services
    
    
    33PART IV
    
    
    
    
    34Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    34EX-31.1ex-31.2
  iii




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 BOARD OF DIRECTORS
 Directors With Terms Expiring in 2010
 Thomas M. Hudgins
  J. Daniel Sullivan
  Directors With Terms Expiring in 2011
 Robert A. Halmi, Jr.
  Michael B. Goldberg
 1




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##### Table of Contents



Jeff Sagansky
  Directors With Terms Expiring in 2012
 Jeffrey C. Bloomberg,
  Russel H. Givens, Jr.,
  2




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##### Table of Contents



EXECUTIVE OFFICERS
  Name
    
    Age
    
    
    PositionRobert A. Halmi, Jr.
    
    
    53
    
    
    President, Chief Executive Officer & DirectorPeter N. von Gal
    
    
    52
    
    
    Chief Operating OfficerWilliam J. Aliber
    
    
    48
    
    
    Chief Financial OfficerJoel E. Denton
    
    
    46
    
    
    President, Production & DistributionHenry S. Hoberman
    
    
    49
    
    
    Executive Vice President, General Counsel & Secretary
 Robert A. Halmi, Jr.s
 Peter
N. von Gal
 William
J. Aliber
 Joel
E. Denton
 Henry
S. Hoberman
 3




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##### Table of Contents



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  CORPORATE GOVERNANCE
 Board Independence
   Board Leadership Structure and Risk Oversight
    Board Meetings
  4




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##### Table of Contents



Corporate Governance Guidelines and Codes of Conduct and Ethics
  Policy on Attending the Annual Meeting
  Communicating with the Board
  
  Committees of the Board
  Audit Committee
  5




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Nominating and Corporate Governance Committee
   
 Compensation Committee
   6




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##### Table of Contents



Director Nominations
    7




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##### Table of Contents



Item 11. Executive Compensation
 COMPENSATION
DISCUSSION AND ANALYSIS
 Compensation Philosophy
     
    
    annual base salaries should be competitive with the marketplace;
    
    the combination of variable annual compensation and long-term incentive
compensation should stress the achievement of short-term and long-term performance
objectives and should provide the opportunity to earn more than the marketplace
average for above average performance;
    
    long-term incentive compensation opportunities should be targeted at levels that
are competitive with the marketplace;
 8




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
    
    equity ownership by the members of our executive management team should be
encouraged in order
to align the short-term and long-term interests of our executive officers with those of
the holders of our equity; and
    
    the material terms of NEO compensation should be set forth in employment agreements
of limited duration that contain non-compete and other restrictive covenants
applicable following the executives termination of employment.
 Elements of Executive Compensation
    Base Salary
  Annual Bonus
  KRH Compensation
  9




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##### Table of Contents



Summary of Units Held as of December 31, 2009
 Name
    
    Class B Units
    
    Value UnitsRobert Halmi, Jr.
    
    2,800,000
    
    (1)Peter von Gal
    
    
    
    125William Aliber
    
    
    
    100Joel Denton
    
    
    
    75Henry Hoberman
    
    
    
    15
 
 (1)
    
    Mr. Halmi forfeited his 500 Value Units, effective on February 9, 2009, in exchange
for a right to additional priority distributions from KRH in an amount equal to $1,500,000 plus a
percentage of KRHs profits. RHI Equity-Based Awards
    10




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Perquisites and Other Benefits
   11




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Other Tax and Accounting Considerations
   12




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##### Table of Contents



EXECUTIVE COMPENSATION TABLES
 Summary Compensation Table
  (a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (i)
    
    (j)Stock
    
    Option
    
    All OtherName and Principal
    
    
    
    
    
    Salary(1)
    
    Bonus(2)
    
    Awards
    
    Awards
    
    CompensationPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)(3)
    
    ($)(4)(5)
    
    ($)(6)
    
    Total ($)Robert Halmi, Jr.
    
    
    2009
    
    
    
    2,067,938
    
    
    
    
    
    
    
    606,000
    
    
    
    1,281,683
    
    
    
    70,349
    
    
    
    4,025,970Chief Executive Officer
    
    
    2008
    
    
    
    2,202,981
    
    
    
    23,172
    
    
    
    
    
    
    
    
    
    
    
    74,777
    
    
    
    2,300,9302007
    
    
    
    2,098,462
    
    
    
    50,206
    
    
    
    
    
    
    
    
    
    
    
    68,316
    
    
    
    2,216,984Peter von Gal
    
    
    2009
    
    
    
    1,132,933
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,474
    
    
    
    1,219,407Chief Operating Officer
    
    
    2008
    
    
    
    1,376,863
    
    
    
    17,136
    
    
    
    163,321
    
    
    
    157,027
    
    
    
    84,614
    
    
    
    1,798,9612007
    
    
    
    1,311,539
    
    
    
    437,128
    
    
    
    
    
    
    
    
    
    
    
    89,634
    
    
    
    1,838,301William Aliber
    
    
    2009
    
    
    
    832,692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,523
    
    
    
    864,215Chief Financial Officer
    
    
    2008
    
    
    
    813,077
    
    
    
    12,816
    
    
    
    149,709
    
    
    
    143,940
    
    
    
    31,042
    
    
    
    1,150,5842007
    
    
    
    763,462
    
    
    
    373,176
    
    
    
    
    
    
    
    
    
    
    
    38,534
    
    
    
    1,175,172Joel Denton(7)
    
    
    2009
    
    
    
    973,943
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    98,162
    
    
    
    1,072,105President, Production
    
    
    2008
    
    
    
    836,069
    
    
    
    119,341
    
    
    
    108,879
    
    
    
    104,684
    
    
    
    81,558
    
    
    
    1,250,531& Distribution
    
    
    2007
    
    
    
    1,089,648
    
    
    
    361,758
    
    
    
    
    
    
    
    
    
    
    
    366,035
    
    
    
    1,817,441Henry Hoberman
    
    
    2009
    
    
    
    714,327
    
    
    
    516,463
    (2)
    
    
    
    
    
    
    
    
    
    
    36,177
    
    
    
    1,266,967EVP, General Counsel
    
    
    2008
    
    
    
    562,500
    
    
    
    342,593
    
    
    
    88,464
    
    
    
    85,056
    
    
    
    32,180
    
    
    
    1,110,793& Secretary
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 13




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(1)
    
    Effective May 1, 2010, Mr. Halmis annual
salary will be reduced to $1,200,000, Mr. von
Gals annual salary will be reduced to $875,000, Mr. Alibers annual salary will be reduced to
$700,000, and Mr. Hobermans annual salary will be reduced to $700,000.(2)
    
    During fiscal year 2009, none of the NEOs were awarded an annual cash bonus by the Compensation
Committee. Mr. Hoberman received a contractual payment of $333,333 on February 25, 2009, with the
first $250,000 grossed up for tax purposes, which replaced the value of equity awards Mr. Hoberman
forfeited when he left his previous employment to join the Company in 2008.(3)
    
    The amounts reported reflect the grant date fair value in respect of restricted stock units
awarded to each of the NEOs with respect to the years ended December 31, 2009 and 2008
(disregarding any estimate of forfeitures related to service-based vesting conditions), as
applicable, and are calculated in accordance with FASB ASC Topic 718.On December 9, 2009, pursuant to surrender agreements, Mr. von Gal, Mr. Aliber, Mr. Denton and
Mr. Hoberman forfeited 11,042, 10,122, 7,361, and 5,981 RSUs, respectively, for a total of 34,506
restricted stock awards due to vest on December 10, 2009. No other restricted stock awards were
forfeited by NEOs during the year ended December 31, 2009. On February 9, 2010, Mr. Halmi entered
into a surrender agreement whereby he irrevocably surrendered, cancelled and forfeited 50,000 RSUs.
For a discussion of the assumptions and methodologies used to calculate these amounts, please see
the discussion of share-based compensation set forth in Note 12 of our consolidated financial
statements included herein. The value of awards granted to the NEOs in 2009 is reflected on the
2009 Grants of Plan-Based Awards table below.(4)
    
    Mr. Aliber and Mr. Hoberman were granted 100 and 15 Value Units, respectively, in 2008. The
market or payout value of the unvested awards is not determinable, because there is no public
market for such units. Therefore, such value, if any, has not been included herein. The Value
Units represent profit interests in KRH, which will have value only if the value of KRH increases
after January 12, 2006 (inception) and certain returns have been realized by KRH. The Value Units
are obligations of KRH and are not payable by us. These profit interests dilute only the interests
of owners of KRH, and will not dilute direct holders of our common stock.(5)
    
    For all NEOs, the amounts reported reflect the grant date fair value with respect to the year
ended December 31, 2009 (disregarding any estimate of forfeitures related to service-based vesting
conditions), and are calculated in accordance with the FASB ASC Topic 718.No stock option awards granted to NEOs were forfeited during the year ended December 31, 2009.
For a discussion of the assumptions and methodologies used to calculate these amounts, please see
the discussion of share-based compensation set forth in Note 12 of our consolidated financial
statements included herein. The value of awards granted to the NEOs in 2009 is reflected on the
2009 Grants of Plan-Based Awards table below.(6)
    
    The components of All Other Compensation for 2009 in the table above are detailed in the All
other compensation table set forth below.(7)
    
    Mr. Dentons total compensation is paid to him in British Pounds. Mr. Dentons 2009
compensation was converted using a rate of 1.6163US$  per £, the conversion rate on December 31,
2009. Mr. Dentons 2008 compensation was converted using a rate of 1.4437 US$  per £, the
conversion rate on December 30, 2008. Mr. Dentons 2007 compensation was converted using a rate of
1.9843 US$  per £, the conversion rate on December 31, 2007. 14




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All other compensation
 Total All401(k)
    
    Pension
    
    Life
    
    Disability
    
    Automobile
    
    
    
    
    
    Business
    
    OtherMatch
    
    Contribution
    
    Insurance
    
    Insurance
    
    Allowance
    
    Parking
    
    Travel
    
    CompensationName
    
    ($)
    
    ($)(a)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Robert Halmi, Jr. 

Chief Executive
Officer
    
    
    
    
    
    
    
    
    
    
    29,619
    
    
    
    31,465
    
    
    
    
    
    
    
    5,460
    
    
    
    3,805
    
    
    
    70,349Peter von Gal 
Chief
Operating Officer
    
    
    8,250
    
    
    
    
    
    
    
    26,498
    
    
    
    46,035
    
    
    
    
    
    
    
    5,460
    
    
    
    231
    
    
    
    86,474William Aliber

Chief Financial
Officer
    
    
    8,250
    
    
    
    
    
    
    
    11,225
    
    
    
    11,817
    
    
    
    
    
    
    
    
    
    
    
    231
    
    
    
    31,523Joel Denton(b)President,
Production &

Distribution
    
    
    
    
    
    
    68,247
    
    
    
    5,103
    
    
    
    9,457
    
    
    
    15,355
    
    
    
    
    
    
    
    
    
    
    
    98,162Henry Hoberman
Executive Vice
President, General
Counsel & Secretary
    
    
    8,250
    
    
    
    
    
    
    
    9,021
    
    
    
    13,215
    
    
    
    
    
    
    
    5,460
    
    
    
    231
    
    
    
    36,177
 
 (a)
    
    The Company contributes to an individually owned executive pension plan maintained for Mr.
Dentons benefit which is governed by U.K. law.(b)
    
    Mr. Dentons All Other Compensation was paid in British Pounds. These amounts were
converted using a rate of 1.6163 US$  per £, the closing rate on December 31, 2009. 15




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Grants of Plan-Based Awards
  (a)(i)
    
    (a)(ii)
    
    (b)(i)
    
    (b)(ii)
    
    (g)
    
    (k)
    
    (l)Estimated Future
    
    ExercisePayouts Under
    
    or BaseEquity Incentive
    
    Price of
    
    Grant Date FairPlan
    
    Option
    
    Value of StockApproval
    
    Awards(1)
    
    Awards
    
    Option andName
    
    Award Type
    
    Grant Date
    
    Date
    
    Target (#)
    
    ($/Sh)
    
    Awards(2)Robert Halmi, Jr.
    
    Stock Options
    
    
    02/09/09
    
    
    
    02/06/09
    
    
    
    550,000
    
    
    $
    4.04
    
    
    
    1,281,683RSUs
    
    
    02/09/09
    
    
    
    02/06/09
    
    
    
    150,000
    
    
    
    
    
    
    
    606,000Peter von Gal
    
    Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William Aliber
    
    Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Joel Denton
    
    Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Henry Hoberman
    
    Stock Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Consists of (i) a single stock option award issued under the Incentive Award Plan, and (ii)
single restricted stock unit award issued under the Incentive Award Plan. On February 9, 2009,
Mr. Halmi was granted non-qualified stock options and restricted stock units (RSUs) under
the Incentive Award Plan in an effort to tie a portion of his compensation to corporate
performance and Company equity value. The exercise price per share subject to the stock
options is $4.04. Subject to Mr. Halmis continued employment, 33 1/3% of the stock options
and RSUs will generally vest on each of the first three anniversaries of the date of grant.
With respect to each of the stock options and RSUs, (i) 1/3 of the shares that become vested
on each anniversary date will become exercisable (with respect to shares subject to stock
options) or transferable (with respect to shares subject to RSUs) immediately upon vesting,
(ii) 1/3 of the shares that become vested on each anniversary will become exercisable or
transferable, as applicable, upon the attainment of a $9.00 stock price performance hurdle and
(iii) 1/3 of the shares that become vested on each anniversary will become exercisable or
transferable, as applicable, upon the attainment of a $14.00 stock price performance hurdle.
Upon a change in control, all options become fully vested and exercisable, and all RSUs become
fully vested and nonforfeitable, immediately prior to the change in control. On February 9,
2010, Mr. Halmi entered into a surrender agreement whereby he irrevocably surrendered,
cancelled and forfeited 50,000 RSUs. Subject to Mr. Halmis continued employment, the
remaining 100,000 RSUs will vest on February 9, 2011 (50% of the remaining RSUs) and February
9, 2012 (50% of the remaining RSUs).(2)
    
    The amounts included in the Grant Date Fair Value of Awards column are the full grant date
fair value of the awards determined in accordance with FASB ASC Topic 718. The valuation
assumptions used in determining such amount are described in Note 12 of our consolidated
financial statements included herein. Description of Employment Agreements
  16




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Robert Halmi, Jr.
    Peter von Gal.
    17




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William Aliber.
    Joel Denton.
   Henry
Hoberman.
 18




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Outstanding Equity Awards at Fiscal Year-End
  19




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(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)

    
    (g)
    
    (h)
    
    (i)
    
    (j)Option Awards
    
    Stock AwardsEquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Plan
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    Number
    
    
    
    
    
    Awards:
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    of Shares
    
    
    
    
    
    Number of
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    or Units
    
    
    
    
    
    Unearned
    
    UnearnedNumber of
    
    
    
    Awards:
    
    
    
    
    
    
    
    
    
    of
    
    
    
    
    
    Shares,
    
    Shares,Securities
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Stock
    
    
    
    Units or
    
    Units orUnderlying
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    That
    
    Market
    


    Other Rights
    
    Other RightsUnexercised
    
    Underlying
    
    Underlying
    
    Option
    
    
    
    
    
    Have
    
    Value of Shares or
    
    That
    
    ThatOptions
    
    Unexercised
    
    Unexercised
    
    Exercise
    
    Option
    
    Not
    
    Units of Stock That
    
    Have Not
    
    Have Not(#)(1)
    
    Options (#)(1)
    
    Unearned
    
    Price
    
    Expiration
    
    Vested
    
    Have Not Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    Options(1)
    
    ($)
    
    Date
    
    (#)(2) (9)
    
    ($)(2)
    
    (#)(2)(9)
    
    ($)(2)(9)Robert Halmi, Jr02/09/09 Options
    
    
    
    
    
    
    
    
    
    
    550,000
    
    
    $
    4.04
    
    
    
    2/9/19
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    02/09/09 RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    46,50011/19/08 Options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value Units
(3) (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/10/08 RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTAL
    
    
    
    
    
    
    
    
    
    
    550,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    46.500Peter von Gal11/19/08 Options
    
    
    33,127
    
    
    
    66,257
    
    
    
    
    
    
    $
    3.54
    
    
    
    11/19/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value Units
(3) (7)
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    (5)
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/10/08 RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,086
    
    
    
    6,847
    
    
    
    
    
    
    
    TOTAL
    
    
    33,127
    
    
    
    66,382
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,086
    
    
    
    6,847
    
    
    
    
    
    
    
    William Aliber11/19/08 Options
    
    
    30,367
    
    
    
    60,735
    
    
    
    
    
    
    $
    3.54
    
    
    
    11/19/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value Units
(3) (7)
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    (5)
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/10/08 RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,245
    
    
    
    6,276
    
    
    
    
    
    
    
    TOTAL
    
    
    30,367
    
    
    
    60,835
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,245
    
    
    
    6,276
    
    
    
    
    
    
    
    Joel Denton11/19/08 Options
    
    
    22,085
    
    
    
    44,171
    
    
    
    
    
    
    $
    3.54
    
    
    
    11/19/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value Units
(3) (7)
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    (5)
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/10/08 RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,724
    
    
    
    4,564
    
    
    
    
    
    
    
    TOTAL
    
    
    22,085
    
    
    
    44,246
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,724
    
    
    
    4,564
    
    
    
    
    
    
    
    Henry Hoberman11/19/08 Options
    
    
    17,944
    
    
    
    35,889
    
    
    
    
    
    
    $
    3.54
    
    
    
    11/19/18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value Units
(3) (8)
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    (5)
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12/10/08 RSUs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,963
    
    
    
    3,709
    
    
    
    
    
    
    
    TOTAL
    
    
    17,944
    
    
    
    35,904
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,963
    
    
    
    3,709
    
    
    
    
    
    
    
    
 
 (1)
    
    Shares of the stock option awards for all NEOs other than Mr. Halmi, vest over a three-year
period in equal increments on each one year anniversary of the grant date, subject to
continued service. On February 9, 2009, Mr. Halmi was granted a non-qualified stock option
under the Incentive Award Plan in an effort to tie a portion of his compensation to corporate
performance and Company equity value. The exercise price per share subject to these options
is $4.04. Subject to Mr. Halmis continued employment, 33 1/3% of the shares subject to the option will
generally vest on each of the first three anniversaries of the date of grant. With respect to
each of the stock options, (i) 1/3 of the shares that become vested on each anniversary date
will become exercisable immediately upon vesting, (ii) 1/3 of the shares that become vested on
each anniversary will become exercisable upon the attainment of a $9.00 stock price
performance hurdle and (iii) 1/3 of the shares that become vested on each anniversary will
become exercisable upon the attainment of a $14.00 stock price performance hurdle. Upon a
change in control, all options become fully vested and exercisable, immediately prior to the
change in control. 20




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##### Table of Contents



(2)
    
    Shares of the restricted stock unit awards for all NEOs other than Mr. Halmi, vest over a
three-year period in equal increments on each one-year anniversary of the grant date, subject
to continued service. On February 9, 2009, Mr. Halmi was granted RSUs under the Incentive
Award Plan in an effort to tie a portion of his compensation to corporate performance and
Company equity value. Subject to Mr. Halmis continued employment, 33 1/3% of the RSUs will
generally vest on each of the first three anniversaries of the date of grant. With respect to
each of the RSUs, (i) 1/3 of the shares that become vested on each anniversary date will
become transferable immediately upon vesting, (ii) 1/3 of the RSUs that become vested on each
anniversary will become transferable upon the attainment of a $9.00 stock price performance
hurdle and (iii) 1/3 of the RSUs that become vested on each anniversary will become
transferable upon the attainment of a $14.00 stock price performance hurdle. Upon a change in
control, all RSUs become fully vested and nonforfeitable, immediately prior to the change in
control.(3)
    
    The market or payout value of the unvested awards of Value Units is not determinable because
there is no public market for such units. Therefore, such value, if any, has not been included
herein. The Value Units represent profits interests in KRH, which will have value only if the
value of KRH increases after January 12, 2006 (inception) and certain returns have been
realized by KRH. The Value Units are obligations of KRH and are not payable by us. These
profits interests dilute only the interests of owners of KRH, and will not dilute direct
holders of our common stock. However, our statement of operations reflects non-cash charges
for compensation related to the profits interests.(4)
    
    Mr. Halmi forfeited his 500 Value Units, effective on February 9, 2009, in exchange for a
right to receive additional priority distributions from KRH in an amount equal to $1,500,000.(5)
    
    Value Units have no exercise price, but instead entitle the holder to share in the future
profits of the business after other holders of other KRH interests receive a return of
invested capital and/or a priority distribution. See the Elements of Executive Compensation - KRH Compensation section of the Compensation Discussion and Analysis.(6)
    
    Value Units have no expiration date.(7)
    
    Value Units will only become vested if the executive remains employed by us through the date
of a KRH liquidity event.(8)
    
    Mr. Hoberman was granted 15 Value Units on May 2, 2008. These Value Units became vested with
respect to five Value Units on February 25, 2009, and will become vested with respect to the
remaining 10 Value Units on each of February 25, 2010, and February 20, 2011. Value
Units are portable once vested.(9)
    
    On December 9, 2009, Messrs. Aliber, Hoberman, Denton and von Gal forfeited RSUs in the
amounts of 10,122, 5,981, 7,361 and 11,042, respectively. On February 9, 2010, Mr. Halmi
forfeited 50,000 RSUs. Pension Benefits
  Non-Qualified Deferred Compensation Table
  21




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##### Table of Contents



POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 Payments Made Upon Any Termination
  Payments Made Upon Involuntary Without Cause Termination or Voluntary Termination With Good Reason
  
    
    continued payments of base salary through the second anniversary of the date of
termination; and
    
    continued health and welfare benefits for the executive and his eligible dependents
through the second anniversary of the date of termination.
      22




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##### Table of Contents



Payments Made Upon Death or Disability
  Payments Made Upon Termination of Employment in Connection with a Change in Control
   Potential Payments Upon Termination or Change of Control
   23




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##### Table of Contents



(a)
    
    
    (b)
    
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (i)Accelerated
    
    Accelerated
    
    Accelerated
    
    AcceleratedCash
    
    Vesting of
    
    Cash
    
    Vesting of
    
    Vesting of
    
    BenefitSeverance
    
    Stock Options
    
    Payments
    
    Restricted
    
    Value Units
    
    Continuation
    
    TotalName and Trigger
    
    Amount ($)(1)
    
    ($)(2)
    
    ($)(6)
    
    Stock ($)(2)
    
    ($)
    
    ($)(3)
    
    ($)Robert Halmi, Jr.Change in Control and
Termination Without Cause/With
or Without Good Reason
    
    
    4,130,500
    
    
    
    
    
    
    
    
    
    
    
    46,500
    
    
    
    
    
    
    
    78,438
    
    
    
    4,255,438Change in Control, no
Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,500
    
    
    
    
    
    
    
    
    
    
    
    46,500Without Cause/With or Without
Good Reason
    
    
    4,130,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,438
    
    
    
    4,208,938Peter von GalChange in Control and
Termination Without Cause/With
Good Reason
    
    
    2,256,250
    
    
    
    
    
    
    
    
    
    
    
    6,847
    
    
    
    
    
    
    
    78,438
    
    
    
    2,341,535Change in Control, no
Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,847
    
    
    
    
    
    
    
    
    
    
    
    6,847Without Cause/With Good Reason
    
    
    2,256,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,438
    
    
    
    2,334,688William AliberChange in Control and
Termination Without Cause/With
Good Reason
    
    
    1,550,000
    
    
    
    
    
    
    
    
    
    
    
    6,276
    
    
    
    
    
    
    
    61,441
    
    
    
    1,617,411Change in Control, no
Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,276
    
    
    
    
    
    
    
    
    
    
    
    6,276Without Cause/With Good Reason
    
    
    1,550,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,441
    
    
    
    1,611,411Upon Non-Extension of Agreement
    
    
    775,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,441
    
    
    
    836,441Upon Death
    
    
    775,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,504
    
    
    
    799,504Joel Denton(4)(5)Change in Control and
Termination Without Cause/With
Good Reason
    
    
    2,102,818
    
    
    
    
    
    
    
    
    
    
    
    4,564
    
    
    
    
    
    
    
    227,890
    
    
    
    2,335,272Change in Control, no
Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,564
    
    
    
    
    
    
    
    
    
    
    
    4,564Without Cause/With Good Reason
    
    
    2,102,818
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227,890
    
    
    
    2,330,708
 24




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##### Table of Contents



(a)
    
    
    (b)
    
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (i)Accelerated
    
    Accelerated
    
    Accelerated
    
    AcceleratedCash
    
    Vesting of
    
    Cash
    
    Vesting of
    
    Vesting of
    
    BenefitSeverance
    
    Stock Options
    
    Payments
    
    Restricted
    
    Value Units
    
    Continuation
    
    TotalName and Trigger
    
    Amount ($)(1)
    
    ($)(2)
    
    ($)(6)
    
    Stock ($)(2)
    
    ($)
    
    ($)(3)
    
    ($)Henry HobermanChange in Control and
Termination Without Cause/With
Good Reason
    
    
    1,450,000
    
    
    
    
    
    
    
    666,667
    
    
    
    11,963
    
    
    
    
    
    
    
    78,438
    
    
    
    2,207,068Change in Control, no
Termination
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,963
    
    
    
    
    
    
    
    
    
    
    
    11,963Without Cause/With Good Reason
    
    
    1,450,000
    
    
    
    
    
    
    
    666,667
    
    
    
    
    
    
    
    
    
    
    
    78,438
    
    
    
    2,195,105
 
 (1)
    
    Mr. Halmi, Mr. von Gal and Mr. Hobermans cash severance payments represent continued
payments of the executives base salary through the second anniversary of the date of
termination. Mr. Alibers cash severance payments upon an involuntary termination without
cause, voluntary termination with good reason or a non-extension of the agreement by the
Company represent a lump sum payment of one year of his annual base salary. Further, if Mr.
Alibers employment is terminated by the Company without cause or by Mr. Aliber for good
reason, then Mr. Alibers cash severance payments will also include pro-rata lump sum payment
equal to the base salary he would have received under the agreement for the remainder of the
term. Mr. Dentons severance payments are explained in more detail in Notes 4 and 5 below.(2)
    
    Under the terms of the stock option and restricted stock unit agreements between the Company
and the NEOs, all shares of restricted stock vest in full automatically upon the occurrence of
a change of control (as defined in the Incentive Award Plan). The Restricted Stock units are
valued using the Companys stock price of $0.31 as of market close on December 31, 2009. The
stock options are valued at their intrinsic value, which is considered to be zero as of
December 31, 2009 because the exercise price for all outstanding options is greater than the
Companys $0.31 stock price as of the market close on December 31, 2009. The exercise price
of the stock options for the NEOs, other than Mr. Halmi is $3.54. The exercise price of Mr.
Halmis stock options is $4.04.(3)
    
    Except for Mr. Dentons benefits continuation amounts, all benefits continuation amounts
represent continued coverage for the executive and his eligible dependents under the Companys
group health plans through the second anniversary of the date of termination. As of December
31, 2009, Mr. Denton is also entitled to car allowance payments of $31,990, welfare benefits
premium payments of $44,956 and pension funding payments of $150,944 under the terms of his
agreement. All benefits are valued as of December 31, 2009.(4)
    
    The amounts for Mr. Dentons Potential Payments Upon Termination or Change in Control are
converted from British Pounds. These amounts were converted using a rate of 1.6163 US$  per £,
the closing rate on December 31, 2009.(5)
    
    These potential payments were calculated based on the terms of Mr. Dentons amended and
restated agreement, effective January 12, 2006, amended and restated effective as of March 21,
2007, and further amended and restated effective as of January 12, 2009. This agreement
provides that in the event the Company terminates Mr. Dentons employment other than for a)
any serious repeated breach of his obligations, or b) serious misconduct which is likely to
materially affect the Company (as defined in the agreement), the Company shall pay Mr. Denton
an amount equal to the amount he would have received under the agreement had his employment
continued through the later of January 12, 2012, or the end of six months following such
termination. In the event of a failure to discharge his duties (as defined in the
agreement), the Company shall pay Mr. Denton an amount equal to the remainder of his salary
and benefits due until January 12, 2012. Additionally, in the event the Company experiences a
change in control (as defined in the agreement) and within twelve months following the
change in control Mr. Halmi is terminated without cause or resigns for good reason, Mr. Denton
shall be entitled to resign within ten days following Mr. Halmis termination and receive a
severance payment equal to the greater of six months base pay, or the base pay he
would have received under the amended and restated agreement had his employment continued
through January 12, 2012. 25




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##### Table of Contents



(6)
    
    Pursuant to Mr. Hobermans employment agreement, he is
entitled to receive payments with an aggregate value of $1,000,000,
which, subject to his continued employment, are payable in equal
installments of 1/3 each in January 2009, 2010 and 2011. Any portion
of these payments not paid prior to a termination of his employment
without cause or for good reason, or prior to a change in control,
would be paid to Mr. Hoberman on the occurrence of such event. If any
of these payments were made upon a change in control, they would not
be made again upon a subsequent termination of employment. As of
February 25, 2010, Mr. Hoberman had been paid all but $334,000 of
these contractual payments. Risk Related to Compensation Policies
  26




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##### Table of Contents



DIRECTOR COMPENSATION
  Director Compensation Table
  (a)
    
    
    (b)
    
    
    
    (c)
    
    
    
    (d)
    
    
    
    (e)
    
    
    (f)
    
    (g)
    
    (h)Change inPension ValueandCompensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    Deferredor Paid
    
    Stock
    
    Option
    
    Non-Equity
    
    Compensation
    
    All Otherin Cash
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Earnings
    
    CompensationName
    
    ($)
    
    ($)(2)
    
    ($)(3)
    
    Compensation
    
    ($)
    
    ($)
    
    Total ($)Jeff Sagansky (1)
    
    
    
    
    
    
    1,414,000
    
    
    
    815,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,229,500Russell H. Givens, Jr.
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000Thomas A. Hudgins
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000J. Daniel Sullivan
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000Jeffrey C. Bloomberg
    
    
    50,000
    
    
    
    21,918
    
    
    
    9,502
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,420Michael B. Goldberg
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert A. Halmi, Jr.(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Effective February 9, 2009, Mr. Jeff Sagansky was appointed Chairman of the Board of RHI
Inc. and a non-executive employee of RHI, LLC. Mr. Sagansky is
not compensated for his role as Chairman of the Board of RHI Inc.,
but is paid an annual salary of $500,000 in his capacity as a non-executive employee of
RHI, LLC.(2)
    
    On February 9, 2009, the Company granted 350,000 RSUs to Mr. Sagansky. The RSUs have a grant
date fair value equal to $4.04 per share. Subject to his continued service with the Company,
as of each applicable vesting date, 331/3% of the RSUs will generally
vest on each of the first three anniversaries of the date of grant. With respect to each of
the RSUs, (i) 1/3 of the shares that become vested on each anniversary date will become
transferable immediately upon vesting, (ii) 1/3 of the shares that become vested on each
anniversary will become transferable upon the attainment of a $9.00 stock price performance
hurdle and (iii) 1/3 of the shares that become vested on each anniversary will become
transferable upon the attainment of a $14.00 stock price performance hurdle. On February 9,
2010, Mr. Sagansky entered into a surrender agreement whereby he irrevocably surrendered,
cancelled and forfeited 116,667 RSUs. Subject to Mr. Saganskys continued service, the
remaining 233,333 RSUs will vest on February 9, 2011 (50% of the remaining RSUs) and February
9, 2012 (50% of the remaining RSUs). In 2009, Mr. Bloomberg was awarded 6,936 RSUs. These
awards were granted on June 12, 2009 and fully vest one-year from date of grant. The amounts
reported reflect the grant date fair market value with respect to the year ended December 31,
2009 (disregarding any estimate of forfeitures related to service-based vesting conditions),
and are calculated in accordance with FASB ASC Topic 718.Three non-employee directors, Messrs. Hudgins, Sullivan and Givens, forfeited restricted stock
unit awards during the year ended December 31, 2009, in the amounts of 16,949, 16,949 and
14,124, respectively. For a 27




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##### Table of Contents



discussion of the assumptions and methodologies used to calculate these amounts, please see
the discussion of share-based compensation set forth in Note 12 of our consolidated financial
statements included herein.(3)
    
    On February 9, 2009, the Company granted Mr. Sagansky an option to purchase 350,000 shares at
an exercise price equal to $4.04 per share. Subject to his continued service with the Company,
as of each applicable vesting date, 33 1/3% of the shares subject to such option will generally vest on each
of the first three anniversaries of the date of grant. With respect to each of the stock
options, (i) 1/3 of the shares that become vested on each anniversary date will become
exercisable immediately upon vesting, (ii) 1/3 of the shares that become vested on each
anniversary will become exercisable upon the attainment of a $9.00 stock price performance
hurdle and (iii) 1/3 of the shares that become vested on each anniversary will become
exercisable upon the attainment of a $14.00 stock price performance hurdle. In 2009, Mr.
Bloomberg was awarded 6,936 stock option awards at an exercise price of $3.16. These awards
were granted on June 12, 2009 and fully vest one-year from date of grant. The amounts reported
reflect the grant date fair market value of the stock option awards with respect to the year
ended December 31, 2009 (disregarding any estimate of forfeitures related to service-based
vesting conditions), and are calculated in accordance with FASB ASC Topic 718.No stock option awards granted to non-employee directors were forfeited during the year ended
December 31, 2009. For a discussion of the assumptions and methodologies used to calculate
these amounts, please see the discussion of share-based compensation set forth in Note 12 of
our consolidated financial statements included herein.(4)
    
    Mr. Halmis compensation is provided under the heading, Summary Compensation Table. Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report 1
  
 
 1
    
    The material in this report is not
soliciting material, is not deemed filed with the SEC and is not incorporated
by reference in any filing of the Company under the Securities Act of 1933, as
amended, whether made on, before, or after the date of this Amendment No. 2 to
the Companys Annual Report on Form 10-K and irrespective of any general
incorporation language in such filing. 28




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Common StockBeneficially OwnedName
    
    Number of Shares
    
    Percent of TotalFive
percent stockholders:KRH Investments LLC(1) (2)
    
    
    9,900,000
    
    
    
    42.3
    %Directors and executive officers:Robert A. Halmi, Jr.(3)(4)
    
    
    215,230
    
    
    
    *Peter N. von Gal(3)(4)
    
    
    71,676
    
    
    
    *William J. Aliber(3)(4)
    
    
    1,433
    
    
    
    *Joel E. Denton(3)(4)
    
    
    1,433
    
    
    
    *Henry S. Hoberman(3)(4)
    
    
    1,433
    
    
    
    *Michael B. Goldberg(1)(3)
    
    
    9,102,953
    
    
    
    38.9
    %Jeffrey C. Bloomberg
    
    
    
    
    
    
    *Thomas M. Hudgins
    
    
    
    
    
    
    *Russel H. Givens, Jr.
    
    
    500
    
    
    
    *J. Daniel Sullivan
    
    
    
    
    
    
    *Jeff Sagansky
    
    
    
    
    
    
    *All executive officers and directors as a group (11 persons)
    
    
    9,394,658
    
    
    
    40.1
    %
 
 *
    
    Less than 1%(1)
    
    The Company has received a copy of Schedule 13D as filed with the SEC on December 2, 2009 by
KRH Investments LLC (KRH), Kelso Interco VII, LLC (Interco), KEP VI AIV, LLC (KEP VI),
Kelso AIV VII, L.P. (Kelso AIV), Kelso AIV GP VII, L.P. (Kelso AIV GP L.P.), Kelso AIV GP
VII, LLC (Kelso AIV GP LLC), Kelso Blocker VII, LLC (Kelso Blocker), Philip E. Berney,
Frank K. Bynum, Jr., Michael B. Goldberg, Frank J. Loverro, George E. Matelich, Frank T.
Nickell, David I. Wahrhaftig, Thomas R. Wall, IV, James J. Connors, II, Church M. Moore and
Stanley de J. Osborne reporting ownership of these shares as of December 22, 2009. According
to said Schedule 13D, KRH has sole voting and dispositive power with respect to all such
shares, while Interco, KEP VI, Kelso AIV, Kelso AIV GP L.P., Kelso AIV GP LLC, Kelso Blocker,
Berney, Bynum, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig, Wall, Connors, Moore and
Osborne have shared voting and dispositive power with respect to 9,102, 953 of such shares.
Interco and KEP VI both serve as members of KRH. Kelso Blocker and Kelso AIV are the sole
members of Interco. Kelso AIV is also the sole member of Kelso Blocker. Kelso AIV GP L.P. is
serving as the general partner of Kelso AIV, and Kelso AIV KP LLC is serving as the general
partner of Kelso AIV GP L.P. Mr. Nickell is Chairman, President & Chief Executive Officer of
Kelso, Mr. Connors is Managing Director & General Counsel of Kelso, and Messrs. Berney, Bynum,
Goldberg, Loverro, Matelich, Wahrhaftig, Wall, Moore and Osborne are Managing Directors of
Kelso, and each of the foregoing persons disclaims beneficial ownership of these shares.(2)
    
    c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, NY 10022.(3)
    
    On December 22, 2009, the Company issued 9,900,000 shares of its common stock to KRH in
connection with the exercise of KRHs exchange right under the Holdings II LLC Agreement. The
Holdings II LLC Agreement provided, among other things, KRH with the right to exchange its
membership units in Holdings II for, at the Companys option, either (i) shares of the
Companys common stock, (ii) cash or (iii) a combination of both shares of common stock and
cash (the Exchange Right). On December 14, 2009, KRH provided the Company notice of its
intent to exercise its Exchange Right for 9,900,000 membership units in Holdings II, which
represented all the membership units held by KRH. As result of the foregoing transaction, KRH
no longer owns any membership units in Holdings II and, thus, it is no longer a member of
Holdings II. 29




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##### Table of Contents



(4)
    
    The director or executive officer, as applicable, owns the stock indirectly through KRH. The
units in Holdings II were granted to the director or executive officer, as applicable, prior
to the initial public offering of the Company. The units were exchanged for shares of common
stock as set forth in Note (3) above.  30




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions, and Director Independence
 RELATIONSHIPS AND CERTAIN RELATED TRANSACTIONS
 Overview
    Transactions with KRH
 Exchange of Holdings II Membership Units for Shares of the Companys Common Stock
  Tax Receivable Agreement
  31




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Director Designation Agreement
 Designation Rights.
 Registration Rights Agreement
    KRH Compensation
  BOARD INDEPENDENCE
   32




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Item 14. Principal Accountant Fees and Services
 Fees Billed by KPMG LLP
  Fiscal Year Ended
    
    Fiscal Year EndedDecember 31, 2009
    
    December 31, 2008Audit Fees(1)
    
    $
    1,128,800
    
    
    $
    2,064,649Audit-Related Fees:(2)
    
    
    
    
    
    $
    35,758Tax Fees:(3)
    
    $
    55,871
    
    
    $
    92,643All Other Fees:
    
    
    
    
    
    
    
 
 (1)
    
    Audit fees in 2009 include $883,300 associated with the audit of the consolidated financial
statements of the Company; $225,000 associated with the reviews of the March, June, and September
quarterly consolidated financial statements of the Company; $6,500 associated with professional
services rendered in connection with RHI Inc.s Registration Statement on Form S-8 filed with the
SEC, including the review of documents filed with the SEC and the issuance of a consent; and$14,000
related to the review of RHI Incs 2008 Proxy Statement.Audit fees in 2008 include $924,700 associated with the audit of the consolidated financial
statements of the Company; $200,000 associated with the reviews of the June and September quarterly
consolidated financial statements of the Company; $924,949 associated with professional services
rendered in connection with RHI Inc.s Registration Statement on Form S-1 filed with the SEC,
including the assistance with and review of the documents filed with the SEC and the issuance of
consents and comfort letters; and $15,000 associated with professional services rendered in
connection with RHI Inc.s Registration Statement on Form S-8 filed with the SEC, including the
review of documents filed with the SEC and the issuance of a consent.(2)
    
    Audit-related fees for the year ended December 31, 2008 are related to the review of RHI
Incs documentation associated with its reporting requirements under Section 404 of the Sarbanes 
Oxley Act of 2002.(3)
    
    Tax fees relate primarily to consultations in connection with
RHI Inc.s corporate structure,
withholding taxes related to the Companys activity outside of the United States and certain other
federal, state and local taxes associated with the Company. Audit Committee Pre-Approval Policies
  33




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
       34




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SIGNATURES
  RHI ENTERTAINMENT, INC.By:

/s/ Robert
A. Halmi, Jr.Robert A. Halmi, Jr.President and Chief Executive Officer 35




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RHI ENTERTAINMENT, INC.
 EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    
    Amended and Restated Certificate of
Incorporation RHI Entertainment, Inc.
(incorporated by reference to Exhibit 3.1
to the Registrants Form 10-Q for the
period ending June 30, 2008 filed with
the SEC on August 7, 2008).3.2
    
    
    Amended and Restated By-Laws of RHI
Entertainment, Inc. (incorporated by
reference to Exhibit 3.2 to the
Registrants Form 10-Q for the period
ending June 30, 2008 filed with the SEC
on August 7, 2008).10.1
    
    
    Amended and Restated Limited Liability
Company Operating Agreement of RHI
Entertainment Holdings II, LLC by and
between RHI Entertainment, Inc. and KRH
Investments LLC, dated as of June 23,
2008 (incorporated by reference to
Exhibit 10.1 to the Registrants Form
10-Q for the period ending June 30, 2008
filed with the SEC on August 7, 2008).10.2
    
    
    Tax Receivable Agreement by and among RHI
Entertainment, Inc., RHI Entertainment
Holdings II, LLC and KRH Investments LLC,
dated as of June 23, 2008 (incorporated
by reference to Exhibit 10.2 to the
Registrants Form 10-Q for the period
ending June 30, 2008 filed with the SEC
on August 7, 2008).10.3
    
    
    Registration Rights Agreement by and
between RHI Entertainment, Inc. and KRH
Investments LLC, dated as of June 23,
2008 (incorporated by reference to
Exhibit 10.3 to the Registrants Form
10-Q for the period ending June 30, 2008
filed with the SEC on August 7, 2008).10.4
    
    
    Director Designation Agreement by and
between RHI Entertainment, Inc. and KRH
Investments LLC, dated as of June 23,
2008 (incorporated by reference to
Exhibit 10.4 to the Registrants Form
10-Q for the period ending June 30, 2008
filed with the SEC on August 7, 2008).10.5
    
    
    Membership Subscription Agreement by and
among RHI Entertainment, Inc., KRH
Investments LLC and RHI Entertainment
Holdings II, LLC, dated as of June 23,
2008 (incorporated by reference to
Exhibit 10.5 to the Registrants Form
10-Q for the period ending June 30, 2008
filed with the SEC on August 7, 2008).10.6
    
    
    RHI Entertainment Senior Executive Bonus
Plan, dated as of June 23, 2008
(incorporated by reference to Exhibit
10.6 to the Registrants Form 10-Q for
the period ending June 30, 2008 filed
with the SEC on August 7, 2008).10.7
    
    
    Amended and Restated RHI Entertainment,
Inc. 2008 Equity Incentive Award Plan,
dated as of May 12, 2009 (incorporated by
reference to Appendix A to the Companys
Definitive Proxy Statement, filed with
the SEC on April 15, 2009).).10.8
    
    
    Amended and Restated First Lien Credit,
Security, Guaranty and Pledge Agreement,
dated as of January 12, 2006, as Amended
and Restated as of April 13, 2007, by and
among RHI Entertainment, LLC, as
Borrower, JP Morgan Chase Bank, N.A., as
Administrative Agent and as Issuing Bank,
J.P. Morgan Securities Inc, as Sole
Bookrunner and Sole Lead Arranger, The
Royal Bank of Scotland PLC, as
Syndication Agent, and Bank of America,
N.A., as Documentation Agent
(incorporated by reference to Exhibit
10.11 to the Registrants Registration
Statement on Form S-1 filed with the SEC
on September 14, 2007).10.8
    (a)
    
    Amendment No. 1 dated October 12, 2007 to
the Amended and Restated First Lien
Credit, Security, Guaranty and Pledge
Agreement, dated as of January 12, 2006,
as amended and restated as of April 13,
2007, among RHI Entertainment, LLC, the
Guarantors referred to therein, the
Lenders referred to therein and JPMorgan
Chase Bank, N.A., as Issuing Bank and as
Administrative Agent for the Lenders
(incorporated by reference to Exhibit
10.14 to Amendment No. 2 to the
Registrants Registration Statement on
Form S-1 filed with the SEC on November
11, 2007).
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ExhibitNumber
    
    Description10.8
    (b)
    
    Amendment No. 2 dated May 29, 2008 to the
Amended and Restated First Lien Credit,
Security, Guaranty and Pledge Agreement,
dated as of January 12, 2006, as amended
and restated as of April 13, 2007 and
amended thereto, among RHI Entertainment,
LLC, the Guarantors referred to therein,
the Lenders referred to therein and
JPMorgan Chase Bank, N.A., as Issuing
Bank and as Administrative Agent for the
Lenders (incorporated by reference to
Exhibit 10.13(b) to Amendment No. 4 to
the Registrants Registration Statement
on Form S-1 filed with the SEC on May 30,
2008).10.8
    (c)
    
    Amendment No. 3 dated November 11, 2008
to the Amended and Restated First Lien
Credit, Security, Guaranty and Pledge
Agreement, dated as of January 12, 2006,
as amended and restated as of April 13,
2007 and amended thereto, among RHI
Entertainment, LLC, the Guarantors
referred to therein, the Lenders referred
to therein and JPMorgan Chase Bank, N.A.,
as Issuing Bank and as Administrative
Agent for the Lenders.10.8
    (d)
    
    Amendment No. 4 dated March 2, 2009 to
the Amended and Restated First Lien
Credit, Security, Guaranty and Pledge
Agreement, dated as of January 12, 2006,
as amended and restated as of April 13,
2007 and amended thereto, among RHI
Entertainment, LLC, the Guarantors
referred to therein, the Lenders referred
to therein and JPMorgan Chase Bank, N.A.,
as Issuing Bank and as Administrative
Agent for the Lenders.10.9
    
    
    Credit, Security, Guaranty and Pledge
Agreement (Second Lien Credit Agreement),
among RHI Entertainment, LLC, the
Guarantors referred to therein, the
Lenders referred to therein, JPMorgan
Chase Bank, N.A. as Administrative Agent
for the Lenders and J.P. Morgan
Securities Inc, dated June 23, 2008
(incorporated by reference to Exhibit
10.9 to the Registrants Form 10-Q for
the period ending June 30, 2008 filed
with the SEC on August 7, 2008).10.9
    (a)
    
    Amendment No. 1 dated August 7, 2008 to
the Credit, Security, Guaranty and Pledge
Agreement (Second Lien Credit Agreement)
dated as of June 23, 2008 among RHI
Entertainment, LLC, the Guarantors
referred to therein, the Lenders referred
to therein and JPMorgan Chase Bank, N.A.
as Administrative Agent for Lenders
(incorporated by reference to Exhibit
10.9(a) to the Registrants Form 10-Q for
the period ending June 30, 2008 filed
with the SEC on August 7, 2008).10.9
    (b)
    
    Successor Agent Agreement and Second
Amendment to Credit, Security, Guaranty
and Pledge Agreement (Second Lien Credit
Agreement), dated February 12, 2010,
among RHI Entertainment, LLC, its
subsidiaries party to the Second Lien
Credit Agreement, RHI Entertainment
Holdings II, LLC, the Lenders party
thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and Wilmington
Trust FSB, as successor administrative
agent (incorporated by reference to
Exhibit 10.1 to the Registrants Current
Form 8-K filed with the SEC on February
16, 2010)10.10
    
    
    Amended and Restated Intercreditor
Agreement dated as of April 13, 2007 by
and among JP Morgan Chase Bank, N.A., as
administrative agent and collateral agent
for the First Priority Secured Parties,
JP Morgan Chase Bank, N.A., as
administrative and collateral agent for
the Second Priority Secured Parties, and
RHI Entertainment, LLC, as the Borrower
(incorporated by reference to Exhibit
10.12 to the Registrants Registration
Statement on Form S-1 filed with the SEC
on September 14, 2007).10.11
    
    
    Replacement Amended and Restated
Intercreditor Agreement, among JPMorgan
Chase Bank, N.A. as administrative agent
and collateral agent for the First
Priority Secured Parties (as defined
therein), JPMorgan Chase Bank, N.A., as
administrative and collateral agent for
the Second Priority Secured Parties (as
defined therein), RHI Entertainment, LLC,
as the Borrower, the Guarantors referred
to therein, the Credit Parties (as
defined therein), KRH Investments LLC
(f/k/a RHI Entertainment Holdings, LLC)
and RHI Entertainment Holdings II, LLC,
dated as of June 23, 2008 (incorporated
by reference to Exhibit 10.2 to the
Registrants Form 10-Q for the period
ending June 30, 2008 filed with the SEC
on August 7, 2008).10.11
    (a)
    
    Assignment of Intercreditor Agreements,
dated February 12, 2010, among JPMorgan
Chase Bank, N.A., as administrative agent
for the lenders under the Second Lien
Credit Agreement, and Wilmington Trust
FSB, as successor administrative agent
(incorporated by reference to Exhibit
10.1 to the Registrants Current Form 8-K
filed with the SEC on February 16, 2010).10.12
    
    
    Credit Agreement by and among JP Morgan
Chase Bank, N.A., as administrative agent
for the Lenders, JP Morgan Securities
Inc. as Sole Bookrunner and Sole Lead
Arranger and RHI Entertainment Holdings,
LLC as borrower, dated as of May 8, 2008
(incorporated by reference to Exhibit
10.16 to
 II-2




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ExhibitNumber
    
    DescriptionAmendment No. 4 to the
Registrants Registration Statement on
Form S-1 filed with the SEC on May 30,
2008).10.13
    
    
    Forbearance Agreement, dated December 23,
2009, among RHI Entertainment, LLC, its
subsidiaries party to the Credit
Agreement, RHI Entertainment Holdings II,
LLC, the Lenders party to the Credit
Agreement and JPMorgan Chase Bank, N.A.,
as Administrative Agent and as Issuing
Bank. (incorporated by reference to
Exhibit 10.1 to the Registrants Current
Form 8-K filed with the SEC on December
24, 2010).10.13
    (a)
    
    Amendment No. 1 to the Forbearance
Agreement, dated January 22, 2010, among
RHI Entertainment, LLC, its subsidiaries
party to the Credit Agreement, RHI
Entertainment Holdings II, LLC, the
Lenders party to the Credit Agreement and
JPMorgan Chase Bank, N.A., as
Administrative Agent and as Issuing Bank
(incorporated by reference to Exhibit
10.1 to the Registrants Current Form 8-K
filed with the SEC on January 28, 2010).10.13
    (b)
    
    Amendment No. 2 to the Forbearance
Agreement, dated March 4, 2010, among RHI
Entertainment, LLC, its subsidiaries
party to the Credit Agreement, RHI
Entertainment Holdings II, LLC, the
Lenders party to the Credit Agreement and
JPMorgan Chase Bank, N.A., as
Administrative Agent and as Issuing Bank.10.14
    
    
    Forbearance Agreement, dated February 12,
2010, among RHI Entertainment, LLC, its
subsidiaries party to the Second Lien
Credit Agreement, RHI Entertainment
Holdings II, LLC, the Lenders party
thereto and Wilmington Trust FSB, as
Administrative Agent (incorporated by
reference to Exhibit 10.1 to the
Registrants Current Form 8-K filed with
the SEC on February 16, 2010).10.14
    (a)
    
    Amendment No. 1 to the Forbearance
Agreement, dated March 4, 2010, among RHI
Entertainment, LLC, its subsidiaries
party to the Second Lien Credit
Agreement, RHI Entertainment Holdings II,
LLC, the Lenders party thereto and
Wilmington Trust FSB, as Administrative
Agent.10.15
    
    
    Amended and Restated Employment Agreement
between Robert A. Halmi, Jr. and RHI
Entertainment, LLC (incorporated by
reference to Exhibit 10.6 to Amendment
No. 2 to the Registrants Registration
Statement on Form S-1 filed with the SEC
on November 19, 2007).10.15
    (a)
    
    Amendment to the Amended and Restated
Employment Agreement of Robert A. Halmi,
Jr. (incorporated by reference to Exhibit
10.1 to the Registrants Current Form 8-K
filed with the SEC on December 12, 2008).10.16
    
    
    Amended and Restated Employment Agreement
between Peter N. von Gal and RHI
Entertainment, LLC (incorporated by
reference to Exhibit 10.7 to Amendment
No. 2 to the Registrants Registration
Statement on Form S-1 filed with the SEC
on November 19, 2007).10.16
    (a)
    
    Amendment to the Amended and Restated
Employment Agreement between Peter N. von
Gal and RHI Entertainment, LLC
(incorporated by reference to Exhibit
10.2 to the Registrants Current Form 8-K
filed with the SEC on December 12, 2008).10.17
    
    
    Employment Agreement, dated November 2,
2009, between William J. Aliber and RHI
Entertainment, LLC(incorporated by
reference to Exhibit 10.1 to the
Registrants Current Form 8-K filed with
the SEC on November 6, 2009).10.18
    
    
    Employment Agreement between Joel E.
Denton and RHI Entertainment, LLC
(incorporated by reference to Exhibit
10.9 to the Registrants Registration
Statement on Form S-1 filed with the SEC
on September 14, 2007).10.19
    
    
    Employment Agreement between Henry S.
Hoberman and RHI Entertainment, LLC
(incorporated by reference to Exhibit
10.10 to Amendment No. 3 to the
Registrants Registration Statement on
Form S-1 filed with the SEC on May 2,
2008).10.20
    
    
    Agreement and General Release between
Anthony Guido and RHI Entertainment, LLC
(incorporated by reference to Exhibit
10.11 to Amendment No. 3 to the
Registrants Registration Statement on
Form S-1 filed with the SEC on May 2,
2008).10.21
    
    
    Letter Agreement between Jeffrey Sagansky
and RHI Entertainment, LLC (incorporated
by reference
 II-3




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##### Table of Contents



ExhibitNumber
    
    Descriptionto Exhibit 10.1 to the
Registrants Current Form 8-K filed with
the SEC on February 9, 2009).14.1
    
    
    Code of Business Conduct and Ethics
(incorporated by reference to Exhibit
14.1 to the Registrants Registration
Statement on Form S-1 filed with the SEC
on September 14, 2007).21.1
    **
    
    List of Subsidiaries.23.1
    **
    
    Consent of KPMG LLP.31.1
    *
    
    Certification of the Chief Executive
Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    *
    
    Certification of the Chief Financial
Officer, pursuant to Rule
13a-14(a)/15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    **
    
    Certification of the Chief Executive
Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.32.2
    **
    
    Certification of the Chief Financial
Officer, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Previously filed with the Original Filing. II-4