Amended and Restated Employment Agreement Between The Walt Disney Company And Robert A. Iger

Exhibit 10.1

Amended and Restated Employment Agreement

Between The Walt Disney Company And Robert A. Iger

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of December 23, 2008, by and between The Walt Disney Company, a Delaware corporation (the “ Company ”), and Robert A. Iger (“ Executive ”) amending and restating in its entirety Executive’s Employment Agreement with Company dated as of January 31, 2008 (the “ January 31 Agreement ”).

W I T N E S S E T H:

WHEREAS, the Company and its subsidiaries have employed Executive in various senior officer positions, most recently as President and Chief Executive Officer of the Company;

WHEREAS, Executive and the Company were on January 31, 2008 parties to an employment agreement, dated as of October 2, 2005, which was scheduled to expire by its own terms on September 30, 2010 (the “ 2005 Agreement ”);

WHEREAS, in furtherance of the Company’s desire to continue to secure the services of Executive, the Company and Executive entered into the January 31 Agreement, which superseded the 2005 Agreement;

WHEREAS, the Company and Executive desire to amend and restate the January 31 Agreement for the purposes of making certain changes intended to ensure compliance with Section 409A of the Internal Revenue Code and to make certain additional minor corrections in the January 31 Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows:

1. Employment . Upon the terms and subject to the conditions of this Agreement, the Company hereby employs Executive and Executive hereby accepts employment by the Company for the period commencing on the date hereof and ending on the last day of the fiscal year of the Company ending on January 31, 2013 (or such earlier date as shall be determined pursuant to Paragraph 7). The period during which Executive is employed pursuant to this Agreement shall be referred to as the “ Employment Period ”.

2. Position and Duties . During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company and in such other position or positions with the Company and its subsidiaries, consistent with his positions as President and Chief Executive Officer of the Company, as the Board of Directors of the Company (the “ Board ”) shall reasonably assign Executive from time to time. Executive

shall be the most senior officer of the Company and report directly and exclusively to the Board. During the Employment Period, unless and until the Board exercises any authority reserved to it under the Company’s By-Laws, Executive shall have the duties, responsibilities and obligations customarily exercised by individuals serving as the chief executive officer in a company of the size and nature of the Company. During the Employment Period, the Company shall also nominate Executive for re-election as a member of the Board at the expiration of each term of office, and Executive shall serve as a member of the Board for each period for which he is so elected. During the Employment Period, Executive shall devote substantially all his business time to the services required of him hereunder, and shall perform such services in a manner consonant with the duties of his position. Executive shall be subject to the terms and conditions of any applicable policy of the Company regarding service (including as a director) on behalf of any other organization, provided that, subject to the provisions of Paragraph 11(a), nothing herein shall preclude Executive from ( i ) engaging in charitable activities and community affairs, and ( ii ) managing his personal investments and affairs, so long as the activities listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of his duties and responsibilities as the Company’s Chief Executive Officer.

3. Compensation.

(a) Base Salary . During the Employment Period, the Company shall pay Executive a base salary at the annual rate of no less than $2,000,000. The amount of annual base salary currently payable under this Paragraph 3(a) shall be reduced, however, to the extent Executive elects in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and interpretations thereunder (“Section 409A”) to defer such salary under the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or any of its subsidiaries. Executive’s annual base salary payable hereunder, without reduction for any amounts deferred as described above, is referred to herein as the “ Base Salary ”. The Company shall pay Executive the portion of his Base Salary not deferred at the election of Executive in accordance with its generally applicable policies for senior executives, but not less frequently than in equal monthly installments. Amounts of base salary accrued but deferred pursuant to the terms of the employment agreement between Executive and the Company, dated as of January 24, 2000 (the “ 2000 Agreement ”), shall be paid to Executive by the Company, together with interest thereon (which interest shall accrue at the rate of the applicable federal rate for mid-term treasuries and which rate shall be reset annually on the basis of the rate in effect for March for each year during which the deferral shall be in effect), six months and one day after the date upon which Executive incurs a separation from service with the Company within the meaning of Section 409A or, if earlier, promptly after Executive’s death; provided that, for purposes of applying such Section 409A, the parties agree, as permitted in accordance with the final regulations thereunder, a “separation from service” shall occur when Executive and

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the Company reasonably anticipate that Executive’s level of bona fide services for the Company (whether as an employee or an independent contractor) will permanently decrease to no more than 40 percent of the average level of bona fide services performed by Executive for the Company over the immediately preceding 36 months. The determination of whether and when a separation from service has occurred shall be made in accordance with this subparagraph and in a manner consistent with Treasury Regulation Section 1.409A-1(h).

(b) Incentive Compensation . Executive shall be given the opportunity to earn an annual incentive bonus in accordance with the annual bonus plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “ Annual Plan ”). Executive’s target annual incentive bonus opportunity under the Annual Plan during each fiscal year during the term hereof (including the fiscal year commencing October 1, 2007) shall be no less than $10,000,000. The actual amount payable to Executive as an annual bonus under the Annual Plan shall be dependent upon the achievement of performance objectives established in accordance with the Annual Plan by the Board or the committee of the Board responsible for administering such Annual Plan (the “ Compensation Committee ”), which shall be substantially the same as the objectives established under the Annual Plan for other senior executive officers of the Company. Accordingly, depending on such performance, the actual amount payable as an annual bonus to Executive under the Annual Plan may be less than, greater than or equal to the target bonus specified above. Any bonus payable pursuant to this Paragraph 3(b) shall be paid at the same time as annual bonuses are payable to other officers of the Company in accordance with the provisions of the Annual Plan, subject to Executive’s continued employment with the Company through the date on which such bonuses are paid.

(c) Eligibility for Equity Awards . Subject to the terms of this Agreement, Executive shall be entitled to participate in any stock option, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to senior executive officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that the size of the awards made to Executive shall reflect Executive’s position with the Company and the Compensation Committee’s evaluation of Executive’s performance and competitive compensation practices. During each fiscal year during the term hereof (including the fiscal year commencing October 1, 2007, Executive shall receive an annual award with a target award value (which value shall be as determined in accordance with the policies and practices generally applicable to other senior executives of the Company) of not less than $9,000,000; it being understood that the form of the award shall be determined by the Compensation Committee and such form shall be subject to the terms of the applicable plan or plans of the Company. The Compensation Committee may increase the award value of any award made in respect of any such fiscal year based on its evaluation of Executive’s performance. The actual benefits conveyed to

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Executive in respect of any such awards may be less than, greater than or equal to the targeted award value, as such benefits will be dependent on a series of performance and other factors, such as the value of the Company’s common stock and satisfaction of any applicable vesting requirements and performance conditions.

4. Performance Based Stock Units Award .

(a) Commencement Stock Units . On October 2, 2005 (the “ Commencement Date ”), the Company made a one-time grant to Executive of 500,000 performance based stock units (each, a “ Commencement Stock Unit ”), pursuant to the terms of each of the 2002 Executive Performance Plan (the “ Performance Plan ”) and the Amended and Restated 1995 Stock Incentive Plan (the “ Stock Plan ”) and subject to the terms and conditions set forth in this Agreement. Units are notional units of measurement denominated in shares of the Company’s common stock (each, a “ Share ”) ( i.e. , one Stock Unit is equivalent in value to one Share). The Commencement Stock Units constitute Restricted Units as defined in Section 2.2 of the Performance Plan.

(b) Vesting . Subject to the continued employment requirement specified below, the Commencement Stock Units shall become vested, if at all, based upon, and solely to the extent that, as of the applicable Measurement Date and the end of the Performance Period (as each such term is defined below) ending on such Measurement Date, each of the following performance criteria are achieved:

(i) the TSR (as defined below) of the Company meets or exceeds the TSR for the Standard & Poor’s 500 Composite Index (the “ S&P 500 Index ”) in each case, as reported by Bloomberg L.P. (or such other reporting service that the Committee may designate from time to time) with respect to:

(A) the performance periods which are established in the TSR Table set forth below by reference to the Measurement Dates set forth therein, and

(B) the number of Commencement Stock Units eligible for vesting at the end of such performance period (also determined in accordance with the table set forth below) and

(ii) the 162(m) Performance Condition (as defined below) is satisfied.

For the avoidance of doubt, if and to the extent that one type of performance condition applicable to any of the Commencement Stock Units (i.e., either a TSR condition or a 162(m) Performance Condition, as the case may be) is not satisfied as of the applicable Measurement Date, such Commencement Stock Units shall not vest as of such date regardless of whether the other type of performance condition is achieved. However, any

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Commencement Stock Units that could, but do not, vest as of the last day of the fiscal year ending on or about September 30, 2008 or September 30, 2009 because either or both the TSR condition or the 162(m) Performance Condition are not met as of such date shall become vested as of the last day of the fiscal year ending on or about September 30, 2009 or September 30, 2010, as the case may be, if and to the extent that the applicable performance criteria are met as of such date. For example, subject to satisfaction of the continued employment requirement set forth below, if the TSR condition and/or 162(m) Performance Condition is not satisfied as of the last day of the fiscal year ending on or about September 30, 2008, no Commencement Stock Units will vest as of the last day of such fiscal year, but if the TSR condition is satisfied and the 162(m) Performance Condition is achieved as of the last day of the fiscal year ending on or about September 30, 2009, Executive shall become vested in 80% of the Commencement Stock Units as of the last day of such fiscal year.

TSR TABLE

The Committee shall establish, in accordance with the requirements of Section 162(m), one or more performance conditions from among the performance objectives permitted under the Performance Plan, as in effect on the date such objectives are established, (the “ 162(m) Performance Condition ”) with respect to three performance periods (each, a “ Performance Period ”). Such Performance Periods shall commence on or after the Commencement Date and be of such duration as shall be selected by the Committee, provided that one such Performance Period shall end on the last day of the fiscal year ending on or about September 30, 2008, one shall end on the last day of the fiscal year ending on or about September 30, 2009 and one shall end on the last day of the fiscal

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year ending on or about September 30, 2010. The number of Commencement Stock Units that shall be subject to the 162(m) Performance Conditions with respect to a particular Performance Period shall be the same number as are subject to the TSR condition with a Measurement Date occurring on the last day of such Performance Period. The performance conditions selected by the Committee shall generally be consistent with the criteria established for other senior executive officers of the Company, but taking into account differences in the relevant performance periods.

Except as otherwise provided in Paragraphs 4(c), 7(b)(i), 7(b)(iii) and 7(d)(iii) hereof, the Commencement Stock Units which are eligible to vest at any Measurement Date shall become vested only if Executive remains continuously employed by the Company from the Commencement Date until the Measurement Date on which the performance is measured (each such Measurement Date shall hereinafter be referred to as a “ Vesting Date ”) ( e.g. , Executive must still be employed on September 30, 2009 to vest in the portion of the Stock Units that could otherwise become vested on such Measurement Date by reason of the achievement of the applicable performance criteria).

“ TSR ” shall mean, as of any Measurement Date, an amount equal to the average of the total return figures, calculated on the basis of weekly periodicity, as currently reported under “ Comparative Returns ” by Bloomberg L.P. (or any other reporting service that the Committee may designate from time to time) (i) for the Company and (ii) for the S&P 500 Index (the “ S&P 500 Index TSR ”), as the case may be, for each of the four weeks immediately preceding the determination date, it being understood that if any such determination is made on the last trading day of any week, then that week shall be treated as a preceding week.

(c) Accelerated Vesting . In accordance with Section 11 of the Stock Plan (other than subsection 11(c)) as currently in effect, upon the occurrence of a Triggering Event within the 12-month period following a Change in Control, the Commencement Stock Units shall become fully vested and payable pursuant to Paragraph 4(d). For purposes of this Paragraph 4(c), “Triggering Event” and “Change in Control” shall have the meanings given to such term in the Stock Plan, as amended through October 2, 2008.

(d) Payment of Award . To the extent that any Commencement Stock Units vest as of any applicable Vesting Date (including by reason of the application of Section 7(b)(i) or 7(b)(iii) and 7(d(iii)) hereof), the Company shall, within 30 days of the later of the date on which such Commencement Stock Units vest and the date of certification by the Compensation Committee of the achievement of the performance criteria applicable to the vesting of such Commencement Stock Units, which shall in any event be done within 90 days of the applicable Vesting Date (and in all events within 30 days following vesting under Paragraph 4(c)), issue to Executive payment in respect of the number of Commencement Stock Units that became vested as of such date (or, if any Commencement Stock Units became vested as of any prior Vesting Date, the remainder

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of ( i ) the maximum aggregate number of Commencement Stock Units that could have become vested as of such date minus ( ii ) the total number of such Commencement Stock Units that shall have vested prior thereto). Without limiting the generality of the immediately preceding sentence, in no event shall any earned Commencement Stock Units be paid later than the end of the Executive’s tax year in which the Vesting Date occurs. The Commencement Stock Units shall be paid in Shares. The Commencement Stock Units, whether or not vested, will not confer any voting rights upon Executive, unless and until Executive receives Shares as payment in respect of such Commencement Stock Units.

(e) Dividend Equivalents . Any dividends paid on Shares will be credited to Executive as additional Commencement Stock Units as if the Commencement Stock Units previously held by Executive were outstanding Shares, as follows: Such credit shall be made in whole and/or fractional Commencement Stock Units and shall be based on the fair market value (as defined in the Stock Plan) of the Shares on the date of payment of such dividend and the amount reported by the Company as paid to shareholders in respect of such dividends, provided, however, that if any dividend is paid in common stock of the Company, the number of additional Commencement Stock Units (or fractions thereof) credited in respect of each then outstanding Commencement Stock Unit shall be equal to the number of shares of common stock (or fractions thereof) distributed in respect of one share of common stock. All such additional Commencement Stock Units shall be subject to the same vesting requirements applicable to the previously held Commencement Stock Units in respect of which they were credited and shall be payable in accordance with Paragraph 4(d) hereof.

5. Extension Stock Option Grant .

(a) Grant of Extension Stock Options . On (or as soon as practicable, but not later than five business days, after) the date this Agreement is executed (the “ Extension Date ”), the Company shall grant Executive options to purchase 3,000,000 shares of the Company’s Common Stock (the “ Extension Stock Option Grant ”). Such options shall be granted under the terms of the Amended and Restated 2005 Stock and Incentive Plan (the “ 2005 Stock Plan ”), and except as otherwise expressly provided herein, shall be subject to the terms and conditions of the 2005 Stock Plan and the form of stock award agreement attached hereto as Exhibit A (the “ Option Award Agreement ”). The options shall have a maximum term of seven years from the Extension Date, provided that, subject to Paragraph 7 of this Agreement, such options shall earlier terminate as provided in the 2005 Stock Plan and the Option Award Agreement. The per share exercise price of the Extension Stock Option Grant shall be equal to the Fair Market Value (as defined in the 2005 Stock Plan ) on the date of grant. The Extension Stock Option Grant shall become vested and exercisable as to 500,000 shares of stock on each of the first four anniversaries of the Extension Date, and as to the remaining number of shares on the fifth anniversary of the Extension Date, subject in each case to

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Executive’s continued employment with the Company through such anniversary of the Extension Date, and, if applicable, to the provisions of the Option Award Agreement and the 2005 Stock Plan.

(b) Accelerated Vesting . In accordance with Section 11 of the 2005 Stock Plan (other than subsection 11.3) as currently in effect, upon the occurrence of a Triggering Event within the 12-month period following a Change in Control, the Extension Stock Option Grant shall become fully vested and exercisable. For purposes of this Paragraph 5(b), “Triggering Event” and “Change in Control” shall have the meanings given to such terms in the 2005 Stock Plan, as amended through October 2, 2008.

6. Benefits, Perquisites and Expenses .

(a) Benefits . During the Employment Period, Executive shall be eligible to participate in ( i ) each welfare benefit plan sponsored or maintained by the Company and made available generally to its senior officers, including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and ( ii ) each pension, profit sharing, retirement, deferred compensation or savings plan sponsored or maintained by the Company for its senior officers, in each case, whether now existing or established hereafter, in accordance with the generally applicable provisions thereof.

(b) Perquisites . During the Employment Period, Executive shall be entitled to receive such perquisites as are generally provided to other senior officers of the Company in accordance with the then current policies and practices of the Company.

(c) Business Expenses . The Company shall pay or reimburse Executive for all reasonable expenses incurred or paid by Executive during the Employment Period in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company.

(d) Indemnification . Executive and the Company are parties to an indemnification agreement effective as of October 1, 2003 (the “ Indemnification Agreement ”), which shall continue in full force and effect in accordance with its terms.

7. Termination of Employment .

(a) Early Termination of the Employment Period . Notwithstanding Paragraph 1, the Employment Period shall end upon the earliest to occur of ( i ) Executive’s death, ( ii ) a Termination due to Disability, ( iii ) a Termination for Cause, ( iv ) the Termination Date specified in connection with any exercise by the Company of its Termination Right or ( v ) a Termination for Good Reason. If the Employment Period

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terminates as of a date specified under this Paragraph 7, Executive agrees that, upon written request from the Company, he shall resign from the Board and each other position he holds with the Company and any of its subsidiaries or affiliates, effective immediately following receipt of such request from the Company (or at such later date as the Company may specify).

(b) Benefits Payable Upon Termination .

(i) (i) In the event of Executive’s death during the Employment Period or a Termination due to Disability, Executive or his beneficiaries or legal representatives shall be provided the Unconditional Entitlements, including, but not limited to, any such Unconditional Entitlements that are or become payable under any Company plan, policy, practice or program or any contract or agreement with the Company by reason of Executive’s death or Termination due to Disability. In the event of the Executive’s death during the Employment Period or a Termination due to Disability, all Commencement Stock Units shall become fully vested and shall be payable to Executive or his beneficiaries or legal representatives (i) in the event of death, in accordance with the terms of Paragraph 4(d) hereof and (ii) in the event of a Termination due to Disability, at the date or dates such amounts would have been payable under Paragraph 4(d) without regard to such termination, but assuming that the 162(m) Performance Condition and the TSR conditions were satisfied. Additionally, the Grandfathered Option Awards shall be or become exercisable to the extent provided in, and remain exercisable for the period specified in, the 2000 Agreement, if applicable, or the terms and conditions of the applicable plan and the applicable option agreements. Subject to Paragraph 7(d), in the event of Executive’s death or disability, any other stock options then held by Executive or his permitted transferees (including the Extension Stock Option Grant) shall be exercisable in accordance with the terms of the applicable plan and the applicable option agreements.

(ii) In the event of Executive’s Termination for Cause, Executive shall be provided the Unconditional Entitlements.

(iii) In the event of a Termination for Good Reason or the exercise by the Company of its Termination Right, Executive shall be provided the Unconditional Entitlements and the Company shall provide the Conditional Benefits to Executive, subject to ( A ) Executive’s execution of the Release, ( B ) Executive having not revoked such Release within the seven-day revocation period permitted following delivery of such Release and ( C ) Executive’s execution of the Consulting Agreement. For Executive to become entitled to the Conditional Benefits, Executive must deliver both the executed Release and the executed Consulting Agreement to the Company by no later than twenty-two (22) days following the Termination Date.

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(iv) In the event of a Termination for Good Reason or the exercise by the Company of its Termination Right, any Grandfathered Option Awards shall remain exercisable for the periods specified in the 2000 Agreement.

(c) Unconditional Entitlements . For purposes of this Agreement, the “ Unconditional Entitlements ” to which Executive may become entitled under Paragraph 7(b) are as follows:

(i) Earned Amounts . The Earned Compensation shall be paid within 30 days following the termination of Executive’s employment hereunder, or if any part thereof constitutes a bonus which is subject to or conditioned upon any performance conditions, within thirty (30) days following the determination that such conditions have been met, provided that in no event shall the bonus be paid later than 90 days following his termination of employment.

(ii) Benefits . All benefits payable to Executive under any employee benefit plans (including, without limitation any pension plans or 401(k) plans) of the Company or any of its affiliates applicable to Executive at the time of termination of Executive’s employment with the Company and all amounts and benefits (other than the Conditional Benefits) which are vested or which Executive is otherwise entitled to receive under the terms of or in accordance with any plan, policy, practice or program of, or any contract or agreement with, the Company, at or subsequent to the date of his termination without regard to the performance by Executive of further services or the resolution of a contingency, shall be paid or provided in accordance with and subject to the terms and provisions of such plans, it being understood that all such benefits shall be determined on the basis of the actual date of termination of Executive’s employment with the Company. Notwithstanding the immediately preceding sentence, Executive shall not be entitled to any benefits under any severance plan or policy of the Company or any of its subsidiaries.

(iii) Indemnities . Any right which Executive may have to claim a defense and/or indemnity for liabilities to or claims asserted by third parties in connection with Executive’s activities as an officer, director or employee of the Company or any of its affiliates pursuant to the terms of the Indemnification Agreement referenced in Paragraph 6(d) shall be unaffected by Executive’s termination of employment and shall remain in effect in accordance with its terms.

(iv) Medical Coverage . Executive shall be entitled to such continuation of health care coverage as is required under, and in accordance with, applicable law or otherwise provided in accordance with the Company’s policies. Executive shall be notified in writing of his rights to continue such coverage after the termination of his employment pursuant to this Paragraph 7(c)(iv), provided that Executive timely complies with the conditions to continue such coverage. Executive understands and acknowledges that Executive is responsible to make for all payments

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required for any such continued health care coverage that Executive may choose to receive.

(v) Business Expenses . Executive shall be entitled to reimbursement, in accordance with the Company’s policies regarding expense reimbursement as in effect from time to time, for all business expenses incurred by him prior to the termination of his employment.

(vi) Stock Options/RSUs . Except to the extent additional rights are provided upon Executive’s qualifying to receive the Conditional Benefits, Executive’s rights with respect to any stock options and/or restricted stock units granted to him by the Company shall be governed by the terms and provisions of the plans (including plan rules) and award agreements pursuant to which such stock options and restricted stock units were awarded, as in effect at the date Executive’s employment terminates.

(d) Conditional Benefits . For purposes of this Agreement, the “ Conditional Benefits ” to which Executive may become entitled under Paragraph 7(b)(iii), provided he complies with the terms and conditions thereof, are as follows:

(i) Remaining Salary . As specified in further detail in paragraph 2 of the Consulting Agreement, the Company shall pay Executive a lump sum amount equal to the Consulting Amount as compensation for his consulting services under the Consulting Agreement. If the Scheduled Expiration Date is later than the end of the Consulting Agreement Period, the Company shall also pay Executive the Severance Amount. The Consulting Amount and the Severance Amount shall be paid on the date that is six months and one day after the Termination Date (or upon Executive’s death, if earlier).

(ii) Stock Options . All of Executive’s Continuing Unvested Options shall become exercisable in accordance with the applicable Original Stock Option Award Documents, on the same basis as such options would have become vested and exercisable if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Once exercisable, all Continuing Unvested Options shall remain exercisable until the Stock Option Termination Date. All of Executive’s Remaining Stock Options that were vested and exercisable at the Termination Date shall remain exercisable until the Stock Option Termination Date. Notwithstanding any other term or provision hereof, any of Executive’s stock options which are not vested at the Termination Date, and which are not Grandfathered Option Awards or Continuing Unvested Options, shall automatically terminate upon the Termination Date. Except as otherwise expressly provided herein, all of the Remaining Stock Options shall continue to be subject to the Original Stock Option Award Documents. Notwithstanding the foregoing, in the event of Executive’s death prior to the Stock Option Termination Date, all Continuing Unvested Options shall vest on the date of Executive’s death and all

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Remaining Stock Options shall be exercisable for the period following Executive’s death determined under such Original Stock Option Award Documents on the same basis as though Executive was employed on the date of his death and regardless of when the Stock Option Termination Date would otherwise have occurred. However, any provisions in the Original Stock Option Award Documents relating to disability or change in control of the Company shall not be operative after the Termination Date with respect to any Remaining Stock Options.

(iii) RSUs . The Remaining Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents regardless of Executive’s termination of employment. Except as otherwise expressly provided herein, all such Remaining Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Remaining Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents:

(A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Remaining Stock Units after the Termination Date;

(B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Remaining Stock Units as if Executive were an active employee on the date of his death; and

(C) to the extent that, under the Company’s compensation practices and policies, any tranche of Remaining Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Remaining Stock Units; provided, however, that this Paragraph 7(d)(iii)(D) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of

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such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

(iv) Pro-Rated Current Year Bonus . A pro rata annual bonus for the year in which the Termination Date occurs, determined on the basis of an assumed full-year target bonus determined pursuant to Section 3(b) and the number of days in the applicable fiscal year occurring on or before the Termination Date. Such pro-rata current year bonus shall be paid no later than the later of ( i ) two and a half months after the end of Executive’s tax year in which the Termination Date occurs and ( ii ) two and a half months after the end of the Company’s tax year in which the Termination Date occurs.

(v) Additional Distribution Rules in Respect of Conditional Benefits . The following additional rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to Executive under Paragraph 7(d)(i), (iii) and (iv) and, if applicable Paragraph 8:

(A) It is intended that each installment of the payments and benefits provided under Paragraphs 7(d)(i), (iii) and (iv) shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A;

(B) Distribution in respect of any tranche of Remaining Stock Units to which Paragraph 7(b)(iii)(D) applies shall be made within 90 days following the later of the date that ( i ) the service conditions that had originally been specified for such tranche of Remaining Stock Units under the applicable Original RSU Award Documents would otherwise have been satisfied (had Executive continued to be employed) and ( ii ) the last performance measurement period applicable in respect of such tranche of Remaining Stock Units under the applicable Original RSU Award Documents would otherwise have expired;

(C) Each installment of the payments and benefits due under Paragraph 7(d)(i) and (iii), or Paragraph 8, that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” from the Company (within the meaning of Section 409A and as provided in Paragraph 7(g) hereof ) shall not be paid until the date that is six months and one day after such separation from service (or, if

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earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive’s separation from service. (Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable year following the taxable year of Executive’s in which the separation from service occurs.) Any subsequent installments that would be payable more than six months following Executive’s separation from service shall be paid in accordance with the dates and terms set forth herein.

(e) Definitions . For purposes of this Paragraph 7 and, to the extent applicable, Paragraph 8, the following terms shall have the meanings ascribed to them below:

“ Consulting Agreement ” means the consulting agreement in the form attached hereto as Exhibit B.

“ Consulting Agreement Period ” means the period established under the Consulting Agreement during which Executive shall be required to provide consulting services to the Company.

“ Consulting Amount ” means a lump sum amount equal to the aggregate Base Salary which would have been earned by Executive had his employment under this Agreement continued after the Termination Date and through the earlier to occur of ( i ) the end of the Consulting Agreement Period or ( ii ) any earlier date that the Consulting Agreement terminates for any reason whatsoever.

“ Continuing Unvested Option s” means any of Executive’s stock options (other than Grandfathered Option Awards, but including the Extension Stock Option Grant) that were not vested and exercisable at the Termination Date, but that would have become vested and exercisable on or prior to the Latest Stock Option Vesting Date had Executive continued to be employed by the Company through the Scheduled Expiration Date.

“ Earned Compensation ” means the sum of (a) any Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Paragraph 7(a) (but excluding any salary and interest accrued thereon payment of which has been deferred) and ( b ) if Executive’s employment terminates due to Executive’s death or in a Termination due to Disability or a Termination for Good Reason or due to the Company’s exercise of its Termination Right, in any case, after the end of a fiscal year, but

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before the annual incentive compensation payable for services rendered in that fiscal year has been paid, the annual incentive compensation that would have been payable to Executive for such completed fiscal year in accordance with Paragraph 3(b).

“ Grandfathered Option Awards ” means any stock options granted to Executive prior to 2005 and outstanding on the Termination Date.

“ Latest Stock Option Vesting Date ” means the date which is three months after the Scheduled Expiration Date.

“ Original Stock Option Award Documents ” means, with respect to any Remaining Stock Option, the terms and provisions of the award agreement and plan pursuant to which such Remaining Stock Option was granted, each as in effect on the Termination Date.

“ Original RSU Award Documents ” means, with respect to any tranche of Remaining Stock Units, the terms and provisions of the award agreement related to and the plan governing, such tranche of Remaining Stock Units, each as in effect on the Termination Date.

“ Release ” means the General Release in the form set forth in Exhibit C attached hereto.

“ Remaining Stock Options ” means any of Executive’s stock options, other than the Grandfathered Option Awards, which are (i) vested at the Termination Date or (ii) Continuing Unvested Options.

“ Remaining Stock Units ” means any of Executive’s restricted stock units (including any Commencement Stock Units) outstanding at the Termination Date (whether or not subject to performance conditions) that, subject to the satisfaction of any applicable performance conditions, would have become vested on or prior to the Scheduled Expiration Date had Executive continued to be employed by the Company through the Scheduled Expiration Date.

“ Scheduled Expiration Date ” means January 31, 2013.

“ Severance Amount ” means an amount equal to the aggregate Base Salary which would have been earned by Executive under this Agreement for the period commencing on the day after termination of the Consulting Agreement Period and ending on the Scheduled Expiration Date; provided that if the Company terminates the Consulting Agreement due to Executive’s material breach of the terms thereof, the Severance Amount shall be reduced to zero.

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“ Stock Option Termination Date ” means with respect to any Remaining Stock Option the earlier to occur of (A) the date which is eighteen (18) months after the Scheduled Expiration Date and (B) the expiration of the stated term of such award.

“ Termination for Cause ” means a termination of Executive’s employment by the Company due to (i) Executive’s conviction of a felony or the entering by Executive of a plea of nolo contendere to a felony charge; (ii) Executive’s gross neglect, willful malfeasance or willful gross misconduct in connection with his employment hereunder which has had a material adverse effect on the business of the Company and its subsidiaries, unless Executive reasonably believed in good faith that such act or non-act was in or not opposed to the best interests of the Company; (iii) a substantial and continual refusal by Executive in breach of this Agreement to perform Executive’s duties, responsibilities or obligations assigned to Executive in accordance with the terms hereof (provided that such duties, responsibilities or obligations are not inconsistent with his positions as Chief Executive Officer and are otherwise lawful) that continues after receipt by Executive of written notice from the Company identifying the duties, responsibilities or obligations not being performed; (iv) a violation by Executive of any policy of the Company that is generally applicable to all employees or all officers of the Companies including, but not limited to, policies concerning insider trading or sexual harassment, or the Company’s code of conduct, that Executive knows or reasonably should know could reasonably be expected to result in a material adverse effect on the Company; (v) Executive’s failure to cooperate, if requested by the Board, with any investigation or inquiry into his or the Company’s business practices, whether internal or external, including, but not limited to Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; or (vi) any material breach by Executive of the provisions of Paragraph 11; provided, however, that in the case of subclauses (iv), (v) and (vi), Cause shall not exist if, such violation, failure to cooperate or breach, if capable of being cured, shall have been cured by Executive within 30 days after receipt of notice thereof from the Company. Any Termination for Cause shall be effected by a resolution of the majority of the members of the Board, excluding Executive. Prior to the effectiveness of any such termination, Executive shall be afforded an opportunity to meet with the Board, upon reasonable notice under the circumstances, and explain and defend any action or omission alleged to constitute grounds for a Termination for Cause; provided that, the Board may suspend Executive from his duties hereunder prior to such opportunity and such suspension shall not constitute a breach of this Agreement by the Company or otherwise form the basis for a Termination for Good Reason. If Executive has, and utilizes, such opportunity to be heard, the Board shall promptly reaffirm that grounds for a Termination for Cause exist or reinstate Executive to his position hereunder.

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“ Termination Date ” means, subject to the provisions of Paragraph 7(g), the earlier to occur of (i) the date the Company specifies in writing to Executive in connection with the exercise of its Termination Right or (ii) the date Executive specifies in writing to the Company in connection with any notice to effect a Termination for Good Reason.

“ Termination due to Disability ” means a termination of Executive’s employment by the Company because Executive has been incapable, after reasonable accommodation, of substantially fulfilling the positions, duties, responsibilities and obligations set forth in this Agreement because of physical, mental or emotional incapacity resulting from injury, sickness or disease for a period of (i) six consecutive months or (ii) an aggregate of nine months (whether or not consecutive) in any twelve month period. Any question as to the existence, extent or potentiality of Executive’s disability shall be determined by a qualified physician selected by the Company with the consent of Executive, which consent shall not be unreasonably withheld. Executive or his legal representatives or any adult member of his immediate family shall have the right to present to such physician such information and arguments as to Executive’s disability as he, she or they deem appropriate, including the opinion of Executive’s personal physician.

“ Termination for Good Reason ” means a t