RHI ENTERTAINMENT, INC.
2008 INCENTIVE AWARD PLAN
STOCK
OPTION 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 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.
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[
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February 9, 2009
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Exercise
Price per Share:
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$ [ fair
market value per share on the grant date ]
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$ [
]
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[
] shares
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February 9, 2019
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Subject to
Participant’s continued service as an Employee, Consultant or
Director through the applicable vesting date, the Option shall
become vested (and not subject to forfeiture upon Termination of
Services) with respect to (x) [
] shares of Stock on the first anniversary of the Grant Date (the
“ 2010 Time Vesting Amount ”); (y) [
] shares of Stock on the second anniversary of the Grant Date (the
“ 2011 Time Vesting Amount ”); and (z) [
] shares of Stock on the third anniversary of the Grant Date (the
“ 2012 Time Vested Amount ” and, together with
the 2010 Time Vested Amount and the 2011 Time Vested Amount, the
“ Time-Vested Amounts ”); provided that
each Time-Vested Amount shall only be exercisable by Participant as
follows:
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(a) Time
Vesting Hurdle . [
] shares of Stock subject to the 2010 Time-Vested Amount, [
] shares of Stock subject to the 2011 Time-Vested Amount, and [
] shares of Stock subject to the 2012 Time-Vested Amount shall
become exercisable immediately upon the anniversary date upon which
such Time-Vested Amount first becomes vested.
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(b) Nine
Dollar Performance Hurdle . [
] shares of Stock subject to such Time-Vested Amount shall become
exercisable upon the later of (i) the anniversary date upon
which such Time-Vested Amount first becomes vested if as of such
anniversary date (A) the average Fair Market Value of a share
of Stock over a period of at least 180 consecutive trading days
immediately prior to such date is at least $9.00, and (B) the
Fair Market Value of a share of Stock for each of the thirty
(30) consecutive trading days immediately prior to such date
is at least $9.00, or (ii) the first date after such
anniversary date on which (A) the average Fair Market Value of
a share of Stock over a period of at least 180
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consecutive
trading days immediately prior to such date is at least $9.00, and
(B) the Fair Market Value of a share of Stock for each of the
thirty (30) consecutive trading days immediately prior to such
date is at least $9.00 (such date, the “ Nine Dollar
Initial Exercisability Date ”). Following the Nine Dollar
Initial Exercisability Date, such Time-Vested Amount shall be
exercisable at any time during the period beginning on the Nine
Dollar Initial Exercisability Date and ending on the Expiration
Date, whether or not the nine dollar performance hurdle described
in this clause (b) is satisfied as of the date of such
exercise.
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(c) Fourteen
Dollar Performance Hurdle . [
] shares of Stock subject to such Time-Vested Amount shall become
exercisable upon the later of (i) the anniversary date upon
which such Time Vested Amount first becomes vested if as of such
anniversary date (A) the average Fair Market Value of a share
of Stock over a period of at least 180 consecutive trading days
immediately prior to such date is at least $14.00, and (B) the
Fair Market Value of a share of Stock for each of the thirty
(30) consecutive trading days immediately prior to such date
is at least $14.00, or (ii) the first date after such
anniversary date on which (A) the average Fair Market Value of
a share of Stock over a period of at least 180 consecutive trading
days immediately prior to such date is at least $14.00, and
(B) the Fair Market Value of a share of Stock for each of the
thirty (30) consecutive trading days immediately prior to such
date is at least $14.00 (such date, the “ Fourteen Dollar
Initial Exercisability Date ”). Following the Fourteen
Dollar Initial Exercisability Date, such Time-Vested Amount shall
be exercisable at any time during the period beginning on the
Fourteen Dollar Initial Exercisability Date and ending on the
Expiration Date, whether or not the fourteen dollar performance
hurdle described in this clause (c) is satisfied as of the
date of such exercise.
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The conditions
provided under the preceding clauses (b) and (c) shall be
referred to as the “ Performance Hurdles .” If
an applicable Performance Hurdle is not satisfied on or prior to
the Expiration Date, the portion of the Option subject to such
Performance Hurdle shall thereupon expire.
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Notwithstanding
the foregoing, in the event of Participant’s Termination of
Services at any time during the final six months in any vesting
year, the Option shall become vested (and not subject to
forfeiture) with respect to an additional pro-rata percentage of
the applicable Time-Vested Amount determined on a monthly basis and
based on the number of completed months that have elapsed during
such vesting year on or prior to the date of such Termination of
Services; provided that such vested portion of the Option
shall only be exercisable by Participant as follows: (a) 33-1/3% of
the shares of Stock subject to such vested portion of the Option
shall become exercisable immediately upon the date of such
Termination of Services; (b) 33-1/3% of such shares of Stock
shall become exercisable on the Nine Dollar Initial Exercisability
Date; and (c) 33-1/3% of such shares of Stock shall become
exercisable on the Fourteen Dollar Initial Exercisability Date;
provided further that solely for purposes of this sentence,
any reference in the Performance Hurdles to the anniversary of the
Grant Date shall instead be a reference to the date of such
Termination of Services.
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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 .
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RHI
ENTERTAINMENT, INC.:
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PARTICIPANT:
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By:
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Print
Name:
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Address:
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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 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.
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,
A-1
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.
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.
3.1
Commencement of Vesting and 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.
A-2
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