Exhibit 10.7
 RHI ENTERTAINMENT, INC.
2008 INCENTIVE AWARD PLAN
 ARTICLE 1.
 PURPOSE
 Plan Company
 ARTICLE 2.
 DEFINITIONS AND CONSTRUCTION
  Award
 Award Agreement
 Board
 Change in Control




---



##### 



Successor Entity
 provided, however,
   Code
 Committee
 Consultant
 2




---



##### 



Covered Employee
 Deferred Stock
 Director
 Disability
 Dividend Equivalents
 Effective Date
 Eligible Individual
 Employee
 Equity Restructuring
 Exchange Act
 Fair Market Value Wall Street
Journal
 Incentive Stock Option
 3




---



##### 



Independent Director
 Non-Employee Director
 Non-Qualified Stock Option
 Option
 Participant
 Performance-Based Award
 Performance Bonus Award
 Performance Criteria
 Performance Goals
 4




---



##### 



Performance Period
 Performance Share
 Performance Stock Unit
 Plan
 Public Trading Date
 Qualified Performance-Based Compensation
 Restricted Stock
 Restricted Stock Unit
 Securities Act
 Stock
 Stock Appreciation Right SAR
 Stock Payment
 5




---



##### 



Subsidiary
 ARTICLE 3.
 SHARES SUBJECT TO THE PLAN
 Number of Shares
 provided, however
  Stock Distributed
 Limitation on Number of Shares Subject to Awards provided, however,
 6




---



##### 



ARTICLE 4.
 ELIGIBILITY AND PARTICIPATION
 Eligibility
 Participation
 Foreign Participants provided,
however
 ARTICLE 5.
 STOCK OPTIONS
 General
 Exercise Price provided
 Time and Conditions of Exercise provided
 7




---



##### 



Payment provided
 Evidence of Grant
 Incentive Stock Options
 Expiration
    8




---



##### 



Dollar Limitation
 Ten Percent Owners
 Notice of Disposition
 Right to Exercise
 Failure to Meet Requirements
 ARTICLE 6.
 RESTRICTED STOCK AWARDS
 Grant of Restricted Stock
 Issuance and Restrictions
 Forfeiture provided, however
 9




---



##### 



Certificates for Restricted Stock
 ARTICLE 7.
 STOCK APPRECIATION RIGHTS
       ARTICLE 8.
 OTHER TYPES OF AWARDS
 Performance Share Awards
 10




---



##### 



Performance Stock Units
 Dividend Equivalents
   Stock Payments
 Deferred Stock
 Restricted Stock Units
 11




---



##### 



Performance Bonus Awards Performance
Bonus Award
 Term
 Exercise or Purchase Price provided, however
 Exercise upon Termination of Employment or Service provided, however provided, however
 Form of Payment
 Award Agreement
 12




---



##### 



ARTICLE 9.
 PERFORMANCE-BASED AWARDS
 Purpose provided, however
 Applicability
 Procedures with Respect to Performance-Based Awards
 Payment of Performance-Based Awards
 13




---



##### 



Additional Limitations
 ARTICLE 10.
 INDEPENDENT DIRECTOR AWARDS
 Independent Director Equity Compensation Policy
 ARTICLE 11.
 PROVISIONS APPLICABLE TO AWARDS
 Stand-Alone and Tandem Awards
 Award Agreement
 Limits on Transfer
 14




---



##### 



Beneficiaries
 Stock Certificates; Book Entry Procedures
  15




---



##### 



Paperless Administration
 ARTICLE 12.
 CHANGES IN CAPITAL STRUCTURE
 Adjustments
   16




---



##### 



Acceleration Upon a Change in Control
 17




---



##### 



No Other Rights
 Restrictions on Exercise
 ARTICLE 13.
 ADMINISTRATION
 Committee
 18




---



##### 



Action by the Committee
 Authority of Committee
    provided, however
    19




---



##### 



Decisions Binding
 ARTICLE 14.
 EFFECTIVE AND EXPIRATION DATE
 Effective Date Effective Date
   Expiration Date
 ARTICLE 15.
 AMENDMENT, MODIFICATION, AND TERMINATION
 Amendment, Modification, and Termination provided, however
 20




---



##### 



Awards Previously Granted
 ARTICLE 16.
 GENERAL PROVISIONS
 No Rights to Awards
 No Stockholders Rights
 Withholding
 No Right to Employment or Services
 21




---



##### 



Unfunded Status of Awards
 Indemnification provided
 Relationship to other Benefits
 Expenses
 Titles and Headings
 Fractional Shares
 Limitations Applicable to Section 16 Persons
 22




---



##### 



Government and Other Regulations
 Governing Law
 Section 409A
 * * * * *
 23




---



##### 



* * * * *
   Henry S. Hoberman
Corporate Secretary