Exhibit 10.14
As of September 12,
2006
Mr. Wesley Coleman
3749 N.W. DeVoto Lane
Portland, Oregon 97229
Dear Mr. Coleman:
This letter (the
“Agreement”) confirms the terms of your employment by
The Walt Disney Company (“Disney”).
The term of your employment
hereunder shall commence on October 2, 2006 and expire on
October 1, 2009, unless earlier terminated as hereinafter
provided (the “term”).
In consideration for all rights and
services provided by you hereunder, you shall receive an annual
salary of $600,000 for the first year, $625,000 for the second
year, and $650,000 for the third year of the term. Salary payments
shall be made in equal installments in accordance with
Disney’s then prevailing payroll policy.
(a) Commencing with Disney’s
2007 fiscal year, you shall be eligible to participate in
Disney’s Management Incentive Bonus Program (or any successor
plans thereto), subject to and in accordance with its terms. Bonus
compensation thereunder, if any, shall be at the discretion of
Disney. (For the avoidance of doubt, awards for fiscal year 2007,
the first year of eligibility for you, are currently anticipated to
be paid in January 2008.)
(b) In addition to the foregoing,
you 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) Disney’s receipt of this
Agreement signed by you or (ii) your commencement of
employment hereunder.
(a) Disney shall recommend to the
Compensation Committee (“Committee”) of its Board of
Directors that you be granted:
(i) non-qualified stock options
pursuant to a stock incentive plan of Disney to purchase 185,000
shares of common stock of Disney, it being understood that such
options shall have an exercise price of 100% of fair market value
of the common stock of Disney 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 your continued employment by Disney and to the other
provisions of the applicable stock incentive plan); and
(ii) 40,000 restricted stock units
pursuant to a Disney stock incentive plan, 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 your continued
employment by Disney and to the other provisions of the applicable
Disney stock incentive plan and of the restricted stock unit
award).
(b) Commencing with Disney’s
2008 fiscal year ( i . e ., commencing with respect
to awards currently anticipated to be made in January 2008), you
shall be eligible to participate in Disney’s annual long-term
incentive program for so long as the program remains in effect.
However, there is no assurance that any future award will be made
or, if made, that it will be of any particular magnitude, and the
grant of any such award would in any event be at the sole
discretion of Disney and may be subject to such terms and
conditions (including performance-based vesting conditions) as the
Committee in its sole discretion deems appropriate.
You are being employed hereunder
with the title of Executive Vice President and Chief Human
Resources Officer of Disney. In such capacity you shall report to
the Chief Executive Officer of Disney, or the Chief Operating
Officer, President or such other senior officer of Disney, as
determined from time to time by the Chief Executive
Officer.
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You shall personally and diligently
perform, on a full-time and exclusive basis, such services as
Disney or any of its subsidiaries may reasonably require provided
they are not inconsistent with your title and position as
hereinabove provided (unless voluntarily accepted by you). You
shall observe all lawful rules and regulations adopted by Disney in
connection with the operation of its business, including but not
limited to the standards and policies set forth in “The Walt
Disney Company and Associated Companies Standards of Business
Conduct” booklet, and carry out to the best of your ability
all instructions of Disney.
To the extent you incur necessary
and reasonable business expenses, including, without limitation,
expenses for travel (including first class air travel in accordance
with Disney’s policies as in effect from time to time) and
entertainment in the course of your employment, you shall be
reimbursed for such expenses, subject to Disney’s then
current policies regarding reimbursement of such business
expenses.
Disney will provide for your use of
an automobile pursuant to Disney’s standard policy as in
effect from time to time for persons in comparable positions with
Disney. Disney’s current policy includes the option of an
automobile allowance of $940.00 per month, less statutory
withholdings. Should you choose the auto allowance, you will be
responsible for the costs of purchasing or leasing an automobile as
well as for paying all costs related to such automobile, including
without limitation maintenance, registration costs, fuel and
insurance. Notwithstanding the foregoing, Disney shall have, at its
sole option, the right to change its current automobile policy at
any time and from time to time.
(a) You shall be entitled to those
benefits that are standard from time to time for persons in
comparable executive positions with Disney (excluding, however, for
the avoidance of doubt, participation by you in Disney’s
Family Income Assurance Plan). You shall be eligible to receive
financial counseling services pursuant to Disney’s executive
financial counseling program as in effect from time to
time.
(b) In connection with your current
relocation to the Los Angeles area, you shall be entitled to
relocation assistance in accordance with, and subject to,
Disney’s policies and practices. Attached hereto is a summary
of relocation benefits applicable to you and a copy of a related
“Disney Relocation Agreement” required to be signed by
you as a condition to receiving relocation benefits.
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10.
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Protection
of Disney’s Interests
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(a) During the term of your
employment by Disney you will not compete in any manner, directly
or indirectly, whether as a principal, employee, agent or owner,
with Disney or any affiliate thereof, except that the foregoing
will not prevent you from holding at any time less than 5% of the
outstanding capital stock of any company whose stock is publicly
traded.
(b) To the extent permitted by law,
all rights worldwide with respect to any and all intellectual or
other property of any nature produced, created or suggested by you
during the term of your employment or resulting from your services
shall be deemed to be a work made for hire and shall be the sole
and exclusive property of Disney. You agree to execute, acknowledge
and deliver to Disney at Disney’s request, such further
documents as Disney finds appropriate to evidence Disney’s
rights in such property. Any confidential and/or proprietary
information of Disney or any affiliate thereof shall not be used by
you or disclosed or made available by you to any person except as
required in the course of your employment (or as required by law,
or by any administrative equivalent to a judicial subpoena or legal
power of compulsion, to respond to any demand for any such
confidential and/or proprietary information from any court,
governmental entity or governmental agency, provided that if you
are so required to respond, you agree to provide Disney with prompt
notice thereof so that Disney may seek a protective order or other
appropriate remedy), and upon expiration or earlier termination of
the term of your employment, you shall return to Disney all such
information that exists in written or other physical form (and all
copies thereof) under your control. Without limiting the generality
of the foregoing, you acknowledge signing and delivering “The
Walt Disney Company and Associated Companies Confidentiality
Agreement” and you agree that all terms and conditions
contained therein, and all of your obligations and commitments
provided for therein, shall be deemed, and hereby are, incorporated
into this Agreement as if set forth in full herein. The provisions
of this paragraph shall survive the expiration or earlier
termination of this Agreement.
You recognize that your services
hereunder are of a special, unique, unusual, extraordinary and
intellectual character giving them a peculiar value, the loss of
which cannot be reasonably or adequately compensated for in
damages, and in the event of a breach of this Agreement by you
(particularly, but without limitation, with respect to the
provisions hereof relating to the exclusivity of your services and
the provisions of paragraph 10 hereof), Disney shall, in
addition to all other remedies available to it, be entitled to
equitable relief by way of injunction and any other legal or
equitable remedies.
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(a) Disney may terminate your
employment hereunder for:
(i) gross
negligence,
(ii) misconduct,
(iii) nonfeasance in the
performance of your duties hereunder,
(iv) material breach of this
Agreement,
(v) your resignation or
quitting or other termination (or purported termination) by you of
your employment hereunder without the prior written consent of
Disney, other than as a result of a material breach of this
Agreement by Disney which is not cured pursuant to
paragraph 12(d) hereof, or
(vi) other good cause,
subject, however (except in cases
where the cause for termination is based on gross misconduct or is
not in the reasonable opinion of Disney curable), to your failure
to cure, within five (5) days of receipt by you of
Disney’s written notice of intent to terminate, which notice
shall identify the reason or cause for termination in reasonable
detail. In the event of any such termination, all obligations of
Disney hereunder shall immediately terminate, except for
Disney’s obligation to pay salary through date of termination
of employment, to reimburse all expenses incurred in accordance
with the policies of Disney prior to termination of employment and
to pay any amounts, and/or provide such accrued benefits to which
you were unconditionally entitled at the time of termination under
any employee welfare plans of Disney, it being understood that any
such payment and/or provision of amounts and/or benefits shall be
made s