Exhibit 10.3
Form of
Agreement
THE WALT DISNEY
COMPANY
Non-Qualified Stock Option
Award Agreement
[Seven-year Form]
This AWARD AGREEMENT (the
“Agreement”) is between you, Participant
Name , and The Walt Disney Company (“Disney”),
in connection with the Non-Qualified Stock Option Award (the
“Option”) granted to you on Grant Date ,
by the Compensation Committee of the Board of Directors of Disney
pursuant to the terms of the Amended and Restated 1995 Stock
Incentive Plan and Rules relating to Stock Options and Stock
Appreciation Rights (together, the “Plan”), the
applicable terms and conditions of which are incorporated herein by
reference and made a part of this Agreement.
This Option gives you the
opportunity to purchase ### shares of Common Stock of
The Walt Disney Company at an exercise price of $Option
Price per share. The exercise price is the average of the
highest and the lowest market prices for the Common Stock on the
above grant date as determined pursuant to the Plan.
This Option may not be exercised
before First Vest Date. On or after that date,
subject to your continued employment by Disney or an affiliated
company (as described further below) and to the other provisions of
the Plan, you may exercise the Option with respect to the number of
shares set forth opposite the first date below. As the subsequent
dates set forth below occur, you may exercise as to the number of
shares set forth opposite those dates:
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Vest Date
1
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Exercise
Qty 1 Shares
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Vest Date
2
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Exercise
Qty 2 Shares
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Vest Date
3
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Exercise
Qty 3 Shares
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Vest Date
4
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Exercise
Qty 4 Shares
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Provided your employment continues,
the term of this Option is seven years from the grant date and,
therefore, expires on Expiration Date . If your
employment should cease prior to the date on which your grant
expires, your right to vest and exercise under the Option will be
subject to early termination as provided in Section 4 of the
Rules relating to Stock Options under the Plan. Except under
certain circumstances specified in Section 4, you will
generally have the right of continued vesting for three months
following the date of termination of your employment, and during
that three-month period you will have the right to exercise the
shares covered by the
Form of
Agreement
Option that were vested on the date of
termination, and any shares that vest during the three-month period
will then be exercisable for the remainder of that period. If you
are employed pursuant to an employment agreement with Disney, any
provisions thereof relating to the effect of a termination of your
employment upon your rights under this Option shall supercede the
provisions hereof relating to the same subject matter, but in no
event shall the restriction on sale of shares acquired upon the
exercise of the Option referred to below apply after any
termination of your employment with Disney.
You may exercise this Option as to
all or part of th
