EX-10.1







Exhibit 10.1




RHI ENTERTAINMENT, INC.

2008 INCENTIVE AWARD PLAN 




RESTRICTED STOCK UNIT AWARD GRANT NOTICE




          RHI Entertainment, Inc., a Delaware corporation, (the “Company”), pursuant to its 2008
Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed
below (“Participant”), an award of restricted stock units ("Restricted Stock Units” or “RSUs”).
Each Restricted Stock Unit represents the right to receive one share of Stock (as defined in the
Plan) upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject
to all of the terms and conditions set forth herein and in the Restricted Stock Unit Award
Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Award Agreement”) and
the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Grant Notice and the
Restricted Stock Unit Award Agreement.




	 	 	 
	Participant:

	 	[                                        ]
	 
	 	 
	Grant Date:

	 	[                    ], 2008
	 
	 	 
	Total Number of RSUs:

	 	[                    ]
	 
	 	 
	Vesting Schedule:

	 	Subject to Participant’s continued service as an
Employee, Consultant or Director through the
applicable vesting date, 33-1/3% of the RSUs
(rounded down to the next whole number) shall vest
and become nonforfeitable on each of the first three
anniversaries of the Grant Date.
	 
	 	 
	Termination:

	 	Pursuant to Section 2.5 of the Restricted Stock Unit
Award Agreement, if Participant ceases to be an
Employee, Consultant or Director prior to the
applicable vesting date, all RSUs that have not
become vested on or prior to the date of such
termination of services will thereupon be
automatically forfeited by Participant without
payment of any consideration therefor.






          By his or her signature and the Company’s signature below, Participant agrees to be bound by
the terms and conditions of the Plan, the Restricted Stock Unit Award Agreement and this Grant
Notice. Participant has reviewed the Restricted Stock Unit Award Agreement, the Plan and this
Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Grant Notice and fully understands all provisions of this Grant Notice, the
Restricted Stock Unit Award Agreement and the Plan. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Plan, this Grant Notice or the Restricted Stock Unit Award Agreement. If
Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant
Notice as Exhibit B.




	 	 	 	 	 	 	 	 	 	 	 
	RHI ENTERTAINMENT, INC.:	 	 	 	PARTICIPANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	Print Name:

	 	 	 	 	 	Print Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





 









 





	 	 	 	 	 
	 

	 	 	 	 







 









 







EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE




RHI ENTERTAINMENT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT




          Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this
Restricted Stock Unit Award Agreement (this “Agreement”) is attached, RHI Entertainment, Inc., a
Delaware corporation (the “Company”), has granted to Participant an award of restricted stock units
("Restricted Stock Units” or “RSUs”) under the RHI Entertainment, Inc. 2008 Incentive Award Plan,
as amended from time to time (the “Plan”).




ARTICLE 1.




GENERAL




     1.1 Defined Terms. Wherever the following terms are used in this Agreement they
shall have the meanings specified below, unless the context clearly indicates otherwise.
Capitalized terms not specifically defined herein shall have the meanings specified in the Plan
and the Grant Notice. As used herein, the term “stock unit” shall mean a non-voting unit of
measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of
Stock (subject to adjustment as provided in Article 12 of the Plan) solely for purposes of the
Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the
determination of the payment to eventually be made to Participant if such Restricted Stock Units
vest pursuant to Section 2.3 hereof. The Restricted Stock Units shall not be treated as property
or as a trust fund of any kind.



          (a) “Termination of Consultancy” shall mean the time when the engagement of Participant as a
Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, by resignation, discharge, death, Disability or
retirement, but excluding: (a) terminations where there is a simultaneous employment or
continuing employment of Participant by the Company or any Subsidiary, and (b) terminations where
there is a simultaneous re-establishment of a consulting relationship or continuing consulting
relationship between Participant and the Company or any Subsidiary. The Committee, in its
absolute discretion, shall determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of limitation, the question of whether a
particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other
provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to
terminate a Consultant’s service at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in writing.




          (b) “Termination of Directorship” shall mean the time when Participant, if he or she is or
becomes an Independent Director, ceases to be a Director for any reason, including, but not by way
of limitation, a termination by resignation, failure to be elected, death or retirement. The
Board, in its sole and absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Directorship with respect to Independent Directors.




          (c) “Termination of Employment” shall mean the time when the employee-employer relationship
between Participant and the Company or any Subsidiary is terminated for any reason, with or
without cause, including, but not by way of limitation, a termination by resignation, discharge,
death, Disability or retirement; but excluding: (a) terminations where there is a simultaneous
reemployment or continuing employment of Participant by the Company or any Subsidiary, and (b)
terminations where there is a simultaneous establishment of a consulting relationship or
continuing consulting relationship between Participant and the Company or any Subsidiary. The
Committee, in its




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absolute discretion, shall determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation, the question of whether a
particular leave of absence constitutes a Termination of Employment.




          (d) “Termination of Services” shall mean Participant’s Termination of Consultancy,
Termination of Directorship or Termination of Employment, as applicable.




     1.2 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions
of the Plan which are incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.



ARTICLE 2.




GRANT OF RESTRICTED STOCK UNITS




     2.1 Grant of RSUs. In consideration of Participant’s past and/or continued
employment with or service to the Company or a Subsidiary and for other good and valuable
consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”),
the Company grants to Participant an award of RSUs as set forth in the Grant Notice, upon the
terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided
in Article 12 of the Plan.



     2.2 Company’s Obligation to Pay. Each RSU has a value equal to the Fair Market Value
of a share of Stock on the date it becomes vested. Unless and until the RSUs will have vested in
the manner set forth in Article 2 hereof, Participant will have no right to payment of any such
RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of the Company.



     2.3
Vesting Schedule. (a) Subject to Sections 2.3(b) and 2.5 hereof, the RSUs awarded by the Grant
Notice will vest and become nonforfeitable with respect to the applicable portion thereof
according to the vesting schedule set forth on the Grant Notice to which this Agreement is
attached (the “Vesting Schedule”), subject to Participant’s continued employment or services
through the applicable vesting dates, as a condition to the vesting of the applicable installment of the RSUs and
the rights and benefits under this Agreement. Unless otherwise determined by the Committee,
partial employment or service, even if substantial, during any vesting period will not entitle
Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a Termination of Services as provided in Section 2.4 hereof or under the Plan.



          
(b) Notwithstanding Section 2.3(a) hereof, the Grant Notice and
Section 12.2 of the Plan but subject to Section 2.5 hereof, the RSUs
will become fully vested and nonforfeitable with respect to all
shares of Stock covered thereby immediately prior to a
Change in Control (and subject to the consummation of such Change in
Control); provided, however, that unless otherwise determined by the Committee, notwithstanding the
foregoing, (i) in no event shall any portion of the RSUs become vested and nonforfeitable pursuant
to Section 12.2 of the Plan or this Section 2.3(b) in connection with an event described in Section
2.4(b) or Section 2.4(c) of the Plan, and (ii) for purposes of this Section 2.3(b), a Change in
Control shall only occur pursuant to Section 2.4(a) of the Plan if a transaction or series of
transactions described in Section 2.4(a) of the Plan occurs with respect to 75% rather than 50% of
the total combined voting power of the Company’s securities outstanding immediately after the
acquisition and, for purposes of calculating such percentage, notwithstanding the last sentence of
Paragraph (d)(1)(i) of Rule 13d-3 under the Exchange Act, all securities not outstanding which are
subject to such options, warrants, rights or conversion privileges (including without limitation
shares into which units in RHI Entertainment Holdings II, LLC held by KRH Investments LLC may be
converted) shall be deemed to be outstanding.


     2.4 Consideration to the Company. In consideration of the grant of the award of RSUs
by the Company, Participant agrees to render faithful and efficient services to the Company or any
Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to
continue in the employ or service of the Company or any Subsidiary or shall interfere with or
restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby
expressly reserved, to discharge or terminate the services of Participant at any time for any
reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a
written agreement between the Company or a Subsidiary and Participant.



     2.5 Forfeiture, Termination and Cancellation upon Termination of Services.
Notwithstanding any contrary provision of this Agreement, upon Participant’s Termination of
Services for any or no reason, all then unvested RSUs subject to this Agreement will thereupon be
automatically forfeited, terminated and cancelled as of the applicable termination date without
payment of any



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consideration by the Company, and Participant, or Participant’s beneficiary or personal
representative, as the case may be, shall have no further rights hereunder.



     2.6
Payment Upon Vesting.



          (a) As soon as administratively practicable following the vesting of any Restricted Stock
Units pursuant to Section 2.3 or Section 3.2 hereof, but in no event later than sixty (60) days
after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the
“short-term deferral” exemption from Section 409A of the Code), the Company shall deliver to
Participant (or any transferee  permitted under section 3.2 hereof) a number of shares of Stock (either by delivering one or more certificates for such
shares or by entering such shares in book entry form, as determined by the Company in its sole
discretion) equal to the number of Restricted Stock Units subject to this award that vest on the
applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting
date pursuant to Section 2.5 hereof;
 provided, however, that to the extent any RSUs become
vested pursuant to Section 2.3(b) hereof, the Company shall deliver
such shares of Stock to Participant immediately upon vesting prior to
the Change in Control. Notwithstanding the foregoing, in the event shares of Stock
cannot be issued pursuant to Section 2.7(a), (b) or (c) hereof, then the shares of Stock shall be
issued pursuant to the preceding sentence as soon as administratively practicable after the
Committee determines that shares of Stock can again be issued in accordance with Sections 2.7(a),
(b) and (c) hereof.




          (b) Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled
to require payment by Participant of any sums required by applicable law to be withheld with
respect to the grant of RSUs or the issuance of shares of Stock. Such payment shall be made by
deduction from other compensation payable to Participant or in such other form of consideration
acceptable to the Company which may, in the sole discretion of the Committee, include:




               (i) Cash or check;



               (ii) Surrender of shares of Stock (including, without limitation, shares of Stock otherwise
issuable under the RSUs) held for such period of time as may be required by the Committee in order
to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery
equal to the minimum amount required to be withheld by statute; or



               (iii) Other property acceptable to the Committee (including, without limitation, through the
delivery of a notice that Participant has placed a market sell order with a broker with respect to
shares of Stock then issuable under the RSUs, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in satisfaction of its
withholding obligations; provided that payment of such proceeds is then made to the Company at such
time as may be required by the Company, but in any event not later than the settlement of such
sale).


The Company shall not be obligated to deliver any new certificate representing shares of Stock to
Participant or Participant’s legal representative or enter such share of Stock in book entry form
unless and until Participant or Participant’s legal representative shall have paid or otherwise
satisfied in full the amount of all federal, state and local taxes applicable to the taxable income
of Participant resulting from the grant of the RSUs or the issuance of shares of Stock.




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     2.7 Conditions to Delivery of Stock. Subject to Section 11.5 of the Plan, the shares
of Stock deliverable hereunder, or any portion thereof, may be either previously authorized but
unissued shares of Stock or issued shares of Stock which have then been reacquired by the Company.
Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any shares of Stock deliverable hereunder or portion thereof prior to fulfillment
of all of the following conditions:



          (a) The admission of such shares of Stock to listing on all stock exchanges on which such
Stock is then listed;




          (b) The completion of any registration or other qualification of such shares of Stock under
any state or federal law or under rulings or regulations of the Securities and Exchange Commission
or of any other governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable;




          (c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee shall, in its absolute discretion, determine to be necessary or
advisable;




          (d) The receipt by the Company of full payment for such shares of Stock, including payment of
any applicable withholding tax, which may be in one or more of the forms of consideration
permitted under Section 2.5 hereof; and




          (e) The lapse of such reasonable period of time following the vesting of any Restricted Stock
Units as the Committee may from time to time establish for reasons of administrative convenience.




     2.8 Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the
rights or privileges of, a stockholder of the Company, including, without limitation, voting
rights and rights to dividends, in respect of the RSUs and any shares of Stock underlying the RSUs
and deliverable hereunder unless and until such shares of Stock shall have been issued by the
Company and held of record by such holder (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company). No adjustment will be made
for a dividend or other right for which the record date is prior to the date the shares of Stock
are issued, except as provided in Section 12.1 of the Plan.



ARTICLE 3.




OTHER PROVISIONS




     3.1 Administration. The Committee shall have the power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation and application of
the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All
actions taken and all interpretations and determinations made by the Committee in good faith shall
be final and binding upon Participant, the Company and all other interested persons. No member of
the Committee or the Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.



     3.2 Grant is Not Transferable. During the lifetime of Participant, the RSUs may not
be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent
and distribution, unless and until the shares of Stock underlying the RSUs have been issued, and
all



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restrictions applicable to such shares of Stock have lapsed. Neither the RSUs nor any
interest or right therein shall be liable for the debts, contracts or engagements of Participant
or his or her successors in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any
other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof
shall be null and void and of no effect, except to the extent that such disposition is permitted
by the preceding sentence.



     3.3 Binding Agreement. Subject to the limitation on the transferability of the RSUs
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     3.4 Adjustments Upon Specified Events. The Committee may accelerate payment and
vesting of the Restricted Stock Units in such circumstances as it, in its sole discretion, may
determine. In addition, upon the occurrence of certain events relating to the Stock contemplated
by Article 12 of the Plan (including, without limitation, an extraordinary cash dividend on such
Stock), the Committee shall make such adjustments the Committee deems appropriate in the number of
Restricted Stock Units then outstanding and the number and kind of securities that may be issued
in respect of the Restricted Stock Units. Participant acknowledges that the RSUs are subject to
amendment, modification and termination in certain events as provided in this Agreement and
Article 12 of the Plan.



     3.5 Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company at the Company’s
principal office, and any notice to be given to Participant shall be addressed to Participant at
Participant’s last address reflected on the Company’s records. By a notice given pursuant to this
Section 3.5, either party may hereafter designate a different address for notices to be given to
that party. Any notice shall be deemed duly given when sent via email or when sent by certified
mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch
post office regularly maintained by the United States Postal Service.



     3.6 Titles. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.



     3.7 Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.



     3.8 Conformity to Securities Laws. Participant acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions of the Securities
Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in
such a manner as to conform to such laws, rules and regulations. To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.



     3.9 Amendments, Suspension and Termination. To the extent permitted by the Plan,
this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated
at any time or from time to time by the Committee or the Board; provided that, except as may
otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely effect the RSUs in any material way without the prior written consent of
Participant.



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     3.10 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth
in Section 3.2 hereof, this Agreement shall be binding upon Participant and his or her heirs,
executors, administrators, successors and assigns.



     3.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other
provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange
Act, the Plan, the RSUs and this Agreement shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended
to the extent necessary to conform to such applicable exemptive rule.



     3.12 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter hereof.



     3.13 Section 409A. The RSUs are not intended to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (together with any Department of
Treasury regulations and other interpretive guidance issued thereunder, including without
limitation any such regulations or other guidance that may be issued after the date hereof,
“Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or
this Agreement, if at any time the Committee determines that the RSUs (or any portion thereof) may
be subject to Section 409A, the Committee shall have the right in its sole discretion (without any
obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt
such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any
other actions, as the Committee determines are necessary or appropriate either for the RSUs to be
exempt from the application of Section 409A or to comply with the requirements of Section 409A



     3.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights
or interests other than as herein provided. This Agreement creates only a contractual obligation
on the part of the Company as to amounts payable and shall not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall
have only the rights of a general unsecured creditor of the Company with respect to amounts
credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the
right to receive the Stock as a general unsecured creditor with respect to RSUs, as and when
payable hereunder.




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EXHIBIT B

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE




CONSENT OF SPOUSE




     I,                                         , spouse of                         
                , have read and approve the foregoing
RHI Entertainment, Inc. Restricted Stock Unit Award Agreement (the “Agreement”). In consideration
of issuing to my spouse the shares of the common stock of RHI Entertainment, Inc. set forth in the
Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any
rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I
may have any rights in said Agreement or any shares of the common stock of RHI Entertainment, Inc.
issued pursuant thereto under the community property laws or similar laws relating to marital
property in effect in the state of our residence as of the date of the signing of the foregoing
Agreement.



	 	 	 	 	 	 	 
	Dated:                                         , 2008

	 	 	 	

 

Signature of Spouse
	 	 







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