Amended and Restated Employment Agreement Between The Walt Disney Company And Dennis Shuler

Exhibit 10.3

Amended and Restated Employment Agreement

Between The Walt Disney Company And Dennis Shuler

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”), dated as of December 22, 2008, by and between Dennis Shuler (“ Executive ”) and The Walt Disney Company, a Delaware corporation (“ Company ”), amending and restating in its entirety Executive’s Employment Agreement with Company dated as of March 19, 2008 (the “ March 19 Agreement ”).

W I T N E S S E T H :

WHEREAS, the Company employs Executive as Executive Vice President and Chief Human Resources Officer of the Company pursuant to the March 19 Agreement; and

WHEREAS, the Company and Executive desire to amend and restate the March 19 Agreement for the purpose 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 March 19 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 April 1, 2008 and ending on March 31, 2011 (or such earlier date as shall be determined pursuant to Paragraph 5). 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 Executive Vice President and Chief Human Resources Officer of the Company and in such other position or positions with the Company and its subsidiaries, consistent with his position as Executive Vice President and Chief Human Resources Officer of the Company, as the Chief Executive Officer of the Company or the Board of Directors of the Company (the “ Board ”) shall reasonably assign Executive from time to time. Executive shall report to the Chief Executive Officer or to the Chief Operating Officer, President or such other senior officer of Company as determined from time to time by the Chief Executive Officer. 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 the Company or any other affiliated organization, provided that, subject to the provisions of Paragraph 8(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 Executive Vice President and Chief Human Resources Officer of the Company.

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 the amount determined in accordance with the following schedule:

The amount of annual base salary 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.

(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 shall be no less than 100% of Executive’s Base Salary as expected to be in effect at the end of such fiscal year, as determined in accordance with the schedule established under Paragraph 3(a), it being understood, however, that the target bonus opportunity for fiscal 2008 (i.e., the fiscal year commencing

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October 1, 2007) is pro rated to reflect commencement of Executive’s employment at the beginning of the seventh month of such fiscal year, thus resulting in a target bonus opportunity of 50% of Executive’s Base Salary for such year. 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. The preceding sentence shall not limit any power or discretion of the Board or the Committee in the administration of the Annual Plan. Accordingly, depending on 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; Award Grant . 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.

In connection with the execution of this Agreement, the Company shall recommend to the Compensation Committee (“Committee”) of the Board that Executive be granted:

(i) non-qualified stock options pursuant to a stock incentive plan of the Company to purchase 150,000 shares of common stock of the Company, it being understood that such options shall have an exercise price of 100% of fair market value of the common stock of the Company at the date of grant by the Committee (the “ Grant Date ”) and that such options shall vest at the rate of 50% on the second anniversary of the Grant Date and 25% on each of the third and fourth anniversaries of the Grant Date (subject to Executive’s continued employment by the Company and to the other provisions of the applicable stock incentive plan); and

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(ii) 40,000 restricted stock units pursuant to a stock incentive plan of the Company, it being understood that such restricted stock units shall be scheduled to vest at the rate of 50% on the second anniversary of the Grant Date and 50% on the fourth anniversary of the Grant Date (subject to Executive’s continued employment by the Company and to the other provisions of the applicable Company stock incentive plan and of the restricted stock unit award, including without limitation certain performance-based conditions to vesting and certain conditions designed to ensure compliance and conditions designed to comply with Section 162(m) by the Company with Section 162(m) of the Internal Revenue Code (“ Section 162(m) ”)

(d) Signing Bonus. Executive shall receive a special one-time signing bonus in the amount of $300,000 (less statutory withholdings) payable within ten business days following the later of (i) the Company’s receipt of this Agreement signed by Executive or (ii) Executive’s commencement of employment hereunder.

4. 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 (excluding, however, the Company’s Family Income Assurance Plan). In addition, in connection with Executive’s current relocation to the Los Angeles area, he shall be entitled to relocation assistance in accordance with, and subject to, the Company’s policies and practices.

(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.

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(d) Indemnification . The Company shall provide Executive with an indemnification agreement substantially equivalent to its form for such agreement as currently provided to its senior officers generally, which shall continue in full force and effect in accordance with its terms.

5. 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 terminates as of a date specified under this Paragraph 5, Executive agrees that, upon written request from the Company, he shall resign from any and all positions he holds with the Company and any of its subsidiaries and 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) 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.

(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 Executive the Conditional Benefits, 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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(c) Unconditional Entitlements . For purposes of this Agreement, the “ Unconditional Entitlements ” to which Executive may become entitled under Paragraph 5(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 4(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 5(c)(iv), provided that Executive timely

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complies with the conditions to continue such coverage. Executive understands and acknowledges that Executive is responsible to make for all payments 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, 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 Continuing Unvested Options, shall automatically terminate upon the Termination Date. Except as otherwise expressly

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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 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) for so long as this Agreement shall be in effect (that is, regardless of whether the Termination Right has been exercised or a Termination for Good Reason shall have occurred), any terms in any of the Original RSU Award Documents relating to a change in control of the Company shall not be operative unless the event that constitutes a change in control of the Company also constitutes a “change in control event” with respect to the Company within the meaning of Section 409A;

(C) 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

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(D) 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 5(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 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 5(d)(i), (iii) and (iv):

(A) It is intended that each installment of the payments and benefits provided under Paragraphs 5(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;

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(B) Distribution in respect of any tranche of Remaining Stock Units to which Paragraph 5(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 5(d)(i) and (iii) that would, absent this subsection, be paid within the six-month period following Executive’s “separation from service” (within the meaning of Section 409A of the Code and as provided in Paragraph 5(g) hereof) from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if 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; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary 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 5, the following terms shall have the meanings ascribed to them below:

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

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“ 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 Options ” means any of Executive’s stock options 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 5(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 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).

“ 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 B attached hereto.

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

“ Remaining Stock Units ” means any of Executive’s restricted stock units (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 March 31, 2011.

“ Severance Amount ” means an amount equal to the aggregate Base Salary which would have been earned by Executive under this Agreement (including any scheduled increase therein) 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.

“ Stock Option Termination Date ” means with respect to any Remaining Stock Option the earlier to occur of ( i ) the date which is three months after the Scheduled Expiration Date and ( ii ) 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 ) gross negligence, ( ii ) gross misconduct, ( iii ) willful nonfeasance or ( iv ) willful material breach of this Agreement, which termination may be effected (A) immediately upon notice from the Company if the Company shall reasonably and in good faith determine that the conduct or cause specified in such notice is not curable (it being understood that such notice shall describe in reasonable detail the conduct or cause giving rise to such notice and shall state the reason(s) why the Company has determined that such conduct or cause is not curable); or (B) upon twenty business days notice from the Company, if the Company shall reasonably and in good faith determine that the conduct or cause specified in such notice is curable (it being understood that such notice shall describe in reasonable detail the conduct or cause giving rise to such notice and shall state the reason(s) why the Company has determined that such conduct or cause is curable and what steps the Company believes should or could be taken to cure such conduct or cause); provided that the Company shall not be entitled to terminate Executive’s employment for Cause, if Executive has, within five business days after the date notice in accordance with subclause (B) has been given personally to Executive or otherwise has been received by Executive, commenced in good faith to

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cure the conduct or cause specified in such notice and completes such cure within 20 business days following the date such notice was received.

“ Termination Date ” means 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 termination of Executive’s employment by Executive within 30 days of the Company’s failure to cure, in accordance with the procedures set forth below, any of the following events: ( i ) a reduction in any of Executive’s compensation rights hereunder (that is, Base Salary and target bonus opportunity specified in Paragraph 3(b)), it being understood that the failure of Executive to receive an actual bonus for any fiscal year equal to or greater than the target bonus opportunity is not a reduction in such compensation rights, but a failure to effect a scheduled increase in the Base Salary would be a reduction in such compensation rights; ( ii ) the removal of him by the Company from the position of Executive Vice President and Chief Human Resources Officer; ( iii ) a material reduction in Executive’s duties and responsibilities as in effect immediately prior to such reduction; ( v ) the assignment to Executive of duties that are materially inconsistent with his position or duties or that materially impair Executive’s ability to function as Executive Vice President and Chief Human Resources Officer of the Company and any other position in which he is then serving; ( vi ) the relocation of Executive’s principal office to a location that is more than 50 miles outside of the greater Los Angeles area; or ( vii ) a material breach of

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any material provision of this Agreement by the Company. In addition, following the occurrence of a Change in Control (as defined in the Amended and Restated 2005 Stock Incentive Plan (the “ 2005 Stock Plan ”)) and the Amended and Restated 1995 Stock Incentive Plan (the “ 1995 Stock Plan ”), any occurrence that would constitute a Triggering Event for purposes of Section 11 of the 2005 Stock Plan and the 1995 Stock Plan (the “ Plans ”), as such Plans may be amended from time to time, shall also constitute an event upon which Executive may effect a Termination for Good Reason in accordance with this Agreement. Notwithstanding the foregoing, a termination shall not be treated as a Termination for Good Reason ( A ) if Executive shall have consented in writing to the occurrence of the event giving rise to the claim of Termination for Good Reason, or ( B ) unless Executive shall have delivered a written notice to the Company within three months of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination, and such event, if capable of being cured, shall not have been cured within 30 days of the receipt of such notice.

“ Termination Right ” means the right of the Company, in its sole, absolute and unfettered discretion, to terminate Executive’s employment under this Agreement for any reason or no reason whatsoever. For the avoidance of doubt, any Termination for Cause effected by the Company shall not constitute the exercise of the its Termination Right.

(f) Conflict With Plans. As permitted under the terms of the applicable Plans, the Company and Executive agree that the definitions of Termination for Cause or Termination for Good Reason set forth in this Paragraph 5 shall apply in place of any similar definition or comparable concept applicable under either of the Plans (or any similar definition in any successor plan), except that, in connection with a “Triggering Event” as defined in the Plans, as such Plans may be amended from time to time, the terms of the applicable plan (and not the definitions of Termination for Cause or Termination for Good Reason set forth in this Paragraph 5) shall apply to determine Executive’s rights and entitlements in respect of the awards made under any such plan (and only in respect of such awards).

(g) Section 409A . To the extent applicable, it is intended that this Agreement comply with the requirements of Section 409A, and this Agreement shall be interpreted in a manner consistent with this intent. Notwithstanding anything else contained herein to the contrary, any payment required to be made to Executive hereunder upon his termination of employment (including any payment pursuant to this Paragraph 5) shall be made promptly after the six month

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anniversary of Executive’s date of termination to the extent necessary to avoid imposition on Executive of any tax penalty imposed under Section 409A of the Code. Solely for purposes of determining the time and form of payments due Executive under this Agreement (including any payments due under Paragraph 3(a)) or otherwise in connection with his termination of employment with the Company, Executive shall not be deemed to have incurred a termination of employment unless and until he shall incur a “separation from service” within the meaning of Section 409A of the Co