Exhibit 10(ff)
Form of Agreement
Revised as of December 7, 2005
Performance-Based
Stock Unit Award
(Dual Performance Goals)
AWARD AGREEMENT,
dated as of ____________, between The Walt Disney Company, a
Delaware corporation (“Disney”), and ___ (the
“Participant”). This Award is granted on ____________,
200___ (the “Date of Grant”) 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 pursuant
to the terms of the Amended and Restated 1995 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. This Award is subdivided into “Tranche
A” and “Tranche B,” each of which constitute one
half of the Award. Subject to the terms, conditions and
performance-based vesting requirements set forth herein, Tranche A
of this Award will vest on the second anniversary date of the Date
of Grant and Tranche B on the fourth anniversary of the Date of
Grant.
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 each of
subsections A, B and C of this Section 2:
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A.
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Total Shareholder Return Vesting
Requirement . The vesting of fifty percent
(50%) of both Tranche A and Tranche B shall be subject to
performance vesting under this Section 2.A. This performance
vesting requirement, which is applicable on both the second and
fourth anniversary dates of the Date of Grant, shall be satisfied
if Total Shareholder Return (as defined below) of Disney,
determined on the relevant anniversary date as provided below,
exceeds the Total Shareholder Return for the Standard &
Poor’s 500 Composite Stock Index (the “Reference
TSR”) over either (i) the period of one year preceding
the applicable anniversary date or (ii) the period of three
years preceding the applicable anniversary date. “Total
Shareholder Return” shall mean, for any given determination
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 Disney and (ii) for the
Reference TSR (which is designated by Bloomberg L.P. as the
“S&P 500 Index”), as the case may be, for each
of
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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.
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If
the performance vesting requirements of this Section 2.A are
not satisfied for Tranche A on the second anniversary date of the
Date of Grant, then 50% of Tranche A shall not vest on that date.
However, such 50% portion of Tranche A shall not be forfeited at
that time and shall vest if and when the performance vesting
requirements set forth in this Section 2.A applicable on the
fourth anniversary date hereof are achieved. If the performance
vesting requirements applicable on the fourth anniversary of the
Date of Grant are not met, then the 50% portions of Tranche A and
Tranche B subject to vesting under this Section 2.A that are
not then vested shall be immediately forfeited and the
Participant’s rights with respect thereto shall
cease.
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B.
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Section 162(m) Vesting
Requirement .
This Award shall also be subject to additional performance vesting
requirements under this Section 2.B with respect to 100% of
both Tranche A and Tranche B, based upon the achievement of the
Performance Targets applicable to the Performance Periods specified
below, subject to certification of achievement of such Performance
Targets by the Committee pursuant to Section 4.8 of the Plan.
The respective Performance Targets (and the Business Criteria to
which they relate) shall be established by the Committee not later
than 90 days following the beginning of each Performance
Period. If the Performance Target for a Performance Period is not
satisfied, the applicable portion of the Award ( i .
e ., Tranche A or Tranche B) shall be immediately forfeited
in its entirety. The Performance Periods for the Stock Units
granted hereunder shall be as follows:
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Performance Period
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Stock Units
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Fiscal 200___and
200___
(October 1,
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