EX-10.2






Exhibit 10.2




Director Form




RHI ENTERTAINMENT, INC.

AMENDED AND
RESTATED 2008 INCENTIVE AWARD PLAN




STOCK OPTION GRANT NOTICE




     RHI
Entertainment, Inc., a Delaware corporation, (the
“Company”), pursuant to its Amended and
Restated 2008
Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed
below (“Participant”), an option to purchase the number of shares of Stock (as defined in the Plan)
set forth below (the “Option”). This Option is subject to all of the terms and conditions set
forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock
Option 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 Stock Option Agreement.



	 	 	 
	Participant:

	 	[________________________]
	 
	 	 
	Grant Date:
	 	 
	 
	 	 
	Exercise Price per Share:

	 	$ [fair market value per share on the grant date]
	 
	 	 
	Total Exercise Price:

	 	$ [____________]
	 
	 	 
	Total Number of Shares
Subject to the Option:

	 	[____________] shares
	 
	 	 
	Expiration Date:
	 	 
	 
	 	 
	Vesting Schedule:

	 	Subject to Participant’s continued service as an
Employee, Consultant or Director through the
applicable vesting date, the Option shall vest
and become exercisable with respect to 100% of
the shares of Stock subject to the Option on the
first anniversary of the Grant Date.






Type of Option:     o Incentive Stock Option     þ Non-Qualified Stock Option




     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 Stock Option Agreement and this Grant Notice.
Participant has reviewed the Stock Option 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 Stock Option 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 Stock Option 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 STOCK OPTION GRANT NOTICE




RHI ENTERTAINMENT, INC. STOCK OPTION AGREEMENT




     Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option
Agreement (this “Agreement”) is attached, RHI Entertainment, Inc., a Delaware corporation (the
“Company”), has granted to Participant an Option under the Amended and
Restated RHI Entertainment, Inc. 2008 Incentive
Award Plan, as amended from time to time (the “Plan”), to purchase the number of shares of Stock
indicated in the Grant Notice.



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.



          (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 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; provided, however,
that, if this Option is an Incentive Stock Option, unless otherwise determined by the Committee in
its discretion, a leave of absence, change in status from an employee to an independent contractor
or other change in the employee-employer relationship shall constitute a Termination of Employment
if, and to the extent that,




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such leave of absence, change in status or other change interrupts employment for the
purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings
under said Section.




          (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 Option is 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 OPTION




     2.1 Grant of Option. 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 the Option to purchase any part or all of an aggregate of the
number of shares of Stock 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.
Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an
Incentive Stock Option to the maximum extent permitted by law.



     2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option
shall be as set forth in the Grant Notice, without commission or other charge; provided, however,
that the price per share of the shares of Stock subject to the Option shall not be less than 100%
of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if
this Option is designated as an Incentive Stock Option and Participant owns (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of
stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of
the Company (each within the meaning of Section 424 of the
Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a
share of Stock on the Grant Date.



     2.3 Consideration to the Company. In consideration of the grant of the Option 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.



ARTICLE 3.




PERIOD OF EXERCISABILITY




     3.1 Commencement of Exercisability.



          (a) Subject to Sections 3.2, 3.3, 5.10 and 5.15 hereof, the Option shall become vested and
exercisable in such amounts and at such times as are set forth in the Grant Notice.




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          (b) No portion of the Option which has not become vested and exercisable at the date of
Participant’s Termination of Employment, Termination of Directorship or Termination of Consultancy
shall thereafter become vested and exercisable, except as may be otherwise provided by the
Committee or as set forth in a written agreement between the Company and Participant.




          (c) Notwithstanding Section 3.1(a) hereof, the Grant Notice and Section 12.2 of the Plan but
subject to Section 3.1(b) hereof, the Option shall become fully vested and exercisable 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 Option become vested and exercisable pursuant to Section 12.2 of the Plan or this Section
3.1(c) 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 3.1(c), 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.




     3.2 Duration of Exercisability. The installments provided for in the vesting
schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested
and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested
and exercisable until it becomes unexercisable under Section 3.3 hereof.



     3.3 Expiration of Option. The Option may not be exercised to any extent by anyone
after the first to occur of the following events:



          (a) The Expiration Date set forth in the Grant Notice, which shall in no event be more than
ten (10) years from the Grant Date;




          (b) If this Option is designated as an Incentive Stock Option and Participant owned (within
the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of
the total combined voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each within the meaning of
Section 424 of the Code), the expiration of five (5) years from the Grant Date;




          (c) The expiration of three (3) months from the date of Participant’s Termination of
Services, unless such termination occurs by reason of Participant’s death or Disability; or




          (d) The expiration of one (1) year from the date of Participant’s Termination of Services by
reason of Participant’s death or Disability.




     3.4 Special Tax Consequences. Participant acknowledges that, to the extent that the
aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options, including the Option (if applicable), are
exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option
and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with
the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the
rule set forth in the preceding sentence shall be applied by taking the Option and other
“incentive stock options” into account in the



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order in which they were granted, as determined under Section 422(d) of the Code and the
Treasury Regulations thereunder. Participant also acknowledges that an Incentive Stock Option
exercised more than three (3) months after Participant’s Termination of Employment, other than by
reason of death or Disability, will be taxed as a Non-Qualified Stock Option.



ARTICLE 4.




EXERCISE OF OPTION




     4.1 Person Eligible to Exercise. During the lifetime of Participant, only
Participant may exercise the Option or any portion thereof. After the death of Participant, any
exercisable portion of the Option may, prior to the time when the Option becomes unexercisable
under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person
empowered to do so under the deceased Participant’s will or under the then applicable laws of
descent and distribution.



     4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior to the time when
the Option or portion thereof becomes unexercisable under Section 3.3 hereof.



     4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be
exercised solely by delivery to the Secretary of the Company (or any third party administrator or
other person or entity designated by the Company), during regular business hours, of all of the
following prior to the time when the Option or such portion thereof becomes unexercisable under
Section 3.3 hereof:



          (a) An exercise notice in a form specified by the Committee, stating that the Option or
portion thereof is thereby exercised, such notice complying with all applicable rules established
by the Committee;




          (b) The receipt by the Company of full payment for the shares of Stock with respect to which
the Option or portion thereof is exercised, including payment of any applicable withholding tax,
which shall be made by deduction from other compensation payable to Participant or in such other
form of consideration permitted under Section 4.4 hereof that is acceptable to the Company;




          (c) Any other written representations as may be required in the Committee’s reasonable
discretion to evidence compliance with the Securities Act or any other applicable law, rule or
regulation; and




          (d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1
hereof by any person or persons other than Participant, appropriate proof of the right of such
person or persons to exercise the Option.



Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of
the manner of exercise, which conditions may vary by country and which may be subject to change
from time to time.




     4.4 Method of Payment. Payment of the exercise price shall be by any of the
following, or a combination thereof, at the election of Participant:



          (a) Cash or check;




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          (b) Surrender of shares of Stock (including, without limitation, shares of Stock otherwise
issuable upon exercise of the Option) 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 aggregate exercise price of the Option or exercised portion thereof;
or




          (c) 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 upon exercise of the Option, 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 the
Option exercise price; 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).




     4.5 Conditions to Issuance of Stock. Subject to Section 11.5 of the Plan, the shares
of Stock deliverable upon the exercise of the Option, 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 purchased upon the exercise
of the Option 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 4.4 hereof; and




          (e) The lapse of such reasonable period of time following the exercise of the Option as the
Committee may from time to time establish for reasons of administrative convenience.




     4.6 Rights as Stockholder. The holder of the Option 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 any shares of Stock purchasable upon the exercise of
any part of the Option 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.



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ARTICLE 5.




OTHER PROVISIONS




     5.1 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 Option.



     5.2 Whole Shares. The Option may only be exercised for whole shares of Stock.



     5.3 Option Not Transferable. Subject to Section 4.1 hereof, the Option 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 Option have been issued, and all
restrictions applicable to such shares of Stock have lapsed. Neither the Option 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.



     5.4 Binding Agreement. Subject to the limitation on the transferability of the
Option 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.



     5.5 Adjustments Upon Specified Events. The Committee may accelerate the vesting of
the Option 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 shares of Stock subject to
the Option, the exercise price of the Option and the kind of securities that may be issued upon
exercise of the Option. Participant acknowledges that the Option is subject to adjustment,
modification and termination in certain events as provided in this Agreement and Article 12 of the
Plan.



     5.6 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 5.6, either party may hereafter designate a different address for notices to be given to
that party. Any notice which is required to be given to Participant shall, if Participant is then
deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1
hereof by written notice under this Section 5.6. 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.



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



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     5.8 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.



     5.9 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 Option is granted and may
be exercised, 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.



     5.10 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 affect the Option in any material way without the prior written consent
of Participant.



     5.11 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 5.3 hereof, this Agreement shall be binding upon Participant and his or her heirs,
executors, administrators, successors and assigns.



     5.12 Notification of Disposition. If this Option is designated as an Incentive Stock
Option, Participant shall give prompt notice to the Company of any disposition or other transfer
of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a)
within two (2) years from the Grant Date with respect to such shares of Stock or (b) within one
(1) year after the transfer of such shares of Stock to Participant. Such notice shall specify the
date of such disposition or other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by Participant in such disposition or other
transfer.



     5.13 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 Option 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.



     5.14 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all
Exhibits thereto) 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.



     5.15 Section 409A. This Option is 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 Option (or any portion thereof)
may be subject to Section 409A, the



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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 Option to be exempt from the
application of Section 409A or to comply with the requirements of Section 409A.



     5.16 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 Option, and rights no greater than the
right to receive the Stock as a general unsecured creditor with respect to options, as and when
exercised pursuant to the terms hereof.




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EXHIBIT B

TO STOCK OPTION GRANT NOTICE




CONSENT OF SPOUSE




     I, _______________, spouse of _______________, have read and approve the foregoing
RHI Entertainment, Inc. Stock Option 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: ____________, 2009
	 	 
	 

	 	 
	 

	 	Signature of Spouse







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