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Exhibit
10.1
THE WALT DISNEY
COMPANY
Performance-Based
Stock Unit
Award
(Award in Lieu of
Adjustment of Stock Options)
AWARD AGREEMENT, dated as of
, between The Walt Disney Company, a Delaware corporation
("Disney"), and
(the "Participant"). This Award is granted by the Compensation
Committee of the Disney Board of Directors (the "Committee")
pursuant to the terms of the 2002 Executive Performance Plan (the
"Plan") and the Amended and Restated 2005 Stock Incentive Plan (the
"Stock Plan"). The applicable terms of the Plan and the Stock Plan
are incorporated herein by reference, including the definitions of
terms contained therein .
Section 1. Stock Unit
Award . Disney hereby grants to the Participant, on the terms
and conditions set forth herein, an Award of
“Stock Units.” The Stock Units are notional units of
measurement denominated in Shares of Disney ( i . e .
one Stock Unit is equivalent in value to one Share, subject to the
terms hereof). The Stock Units represent an unfunded, unsecured
obligation of Disney.
Section 2. Vesting
Requirements . The vesting of this Award (other than pursuant
to accelerated vesting in certain circumstances as provided in
Section 3 below) shall be subject to the satisfaction of the
conditions set forth in both subsection A and subsection B
of this Section 2:
A. Performance Vesting
Requirement . The Award shall be subject to performance vesting
requirements with respect to 100% of the total number of Stock
Units granted hereunder, based upon the achievement of the
Performance Target applicable to the Performance Period referred to
below, and subject to certification of achievement of such
Performance Target by the Committee pursuant to Section 4.8 of
the Plan (and to compliance with subsection B of this
Section 2). The Performance Target (and the Business Criterion
to which it relates) shall be established by the Committee not
later than 90 days following the beginning of Disney’s 2008
fiscal year, which fiscal year shall be the Performance Period
hereunder. If the Performance Target for the Performance Period is
not satisfied, the Award shall be immediately forfeited.
B. Service Vesting
Requirement . In addition to the performance vesting
requirement of subsection A of this Section 2, the right of
the Participant to receive payment of this Award shall become
vested only if he or she remains continuously employed by Disney or
an Affiliate from the date hereof until
, 20 ; provided, however ,
that, nothing set forth herein shall be deemed to modify, qualify,
or otherwise derogate from, the requirement of Section 4.8 of
the Plan that the Committee certify in writing that the Performance
Target(s) of Section 2.A above has been satisfied prior to the
payment of any amount to the Participant under this Award. If this
service vesting requirement is not satisfied, this Award shall be
immediately forfeited and shall not become payable.
All Stock Units for which all of the
requirements of this Section 2 have been satisfied shall
become vested and shall thereafter be payable in accordance with
Section 5 hereof.
Sec
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