Common use of Equity Program Clause in Contracts

Equity Program. Executive shall receive an award of restricted stock units under the Warner Bros. Discovery, Inc. Stock Incentive Plan or a successor plan (the “Stock Plan”) on the next business day following the Effective Date (the “Promotion RSUs”). The Promotion RSUs shall vest over a period of almost three (3) years, in three (3) substantially equal installments beginning on the first anniversary of the Effective Date, the second anniversary of the Effective Date, and with the third installment vesting on a date no later than the day before the third anniversary of the Effective Date. The Promotion RSUs shall otherwise be subject to the terms and conditions of the Stock Plan and implementing award agreement. In all cases the Promotion RSUs shall vest by the end of the Term of Employment. The number of Promotion RSUs shall be calculated by dividing the target value of Two Million Dollars ($2,000,000) by the closing price of Warner Bros Discovery, Inc. shares on July 14, 2022, rounded up to the nearest whole share. Subject to the approval of the Compensation Committee of the Board of Directors of Warner Bros. Discovery, Inc., which Company shall use good faith efforts to obtain, beginning in 2023 (i.e., the first annual grant shall be made during the normal grant cycle in 2023) and for the balance of the Term of Employment, Executive shall receive an annual equity award under the Stock Plan at an annual target value of Eight Million Five Hundred Thousand Dollars ($8,500,000) during the normal annual grant cycle in accordance with Company’s then-standard practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). The equity instruments, terms and conditions, and calculation of number of awards shall be based on Company’s then-standard practices and procedures for awards to Senior Executives. In the award agreements granting the Promotion RSUs and any Annual Equity Grant, Company hereby agrees to provide that if an Approved Transaction, Control Purchase, or Board Change, as such terms are defined in the Stock Plan (each a “Change in Control”), occurs before such equity award has vested and provided that there is an equitable substitution or replacement for the equity award in connection with a Change in Control, the vesting of the equity award shall fully accelerate as a result of the Change in Control only if (i) within 12 months after the Change in Control, (A) the Company or a Subsidiary (as defined in the Stock Plan) terminates Executive’s employment other than for Cause, or (B) if Executive resigns for Good Reason, or (ii) during such 12-month period after the Change in Control, Executive is given notice by the Company that, in connection with a termination of Executive’s employment by the Company other than for Cause, Executive shall no longer be required to provide services for the Company or its affiliates or subsidiaries as an employee and Executive ceases to provide such services, but due to the length of any statutorily or contractually required notice period, Executive’s employment actually terminates following the expiration of such 12-month period. Any accelerated vesting as described in the preceding sentence shall occur only if and to the extent permitted under Section 409A of the Code and the regulations thereunder.

Equity Program. Executive shall receive an award of restricted stock units Restricted Stock Units (“RSUs”) under the Warner Bros. Discovery, Inc. Stock Incentive Plan or a successor plan (the “Stock Plan”) ), on the next business day following the Effective Date July 15, 2022 (the “Promotion RSUs”). The Promotion RSUs shall vest over a period of almost three (3) years, in three (3) substantially equal installments beginning on the first anniversary of the Effective Date, the second anniversary of the Effective Date, and with the third installment vesting on a date no later than the day before the third anniversary of the Effective Date. The Promotion RSUs shall otherwise be subject to the terms and conditions of the Stock Plan and implementing award agreement. In all cases the Promotion RSUs shall vest by the end of the Term of Employment. The number of Promotion RSUs shall be calculated by dividing the target value of Two Million Dollars ($2,000,000) by the closing price of Warner Bros Discovery, Inc. shares on July 14, 2022the last trading day before the date of grant, rounded up to the nearest whole share. Subject to the approval of the Compensation Committee of the Board of Directors of Warner Bros. Discovery, Inc., which Company shall use good faith efforts to obtain, beginning in 2023 (i.e., the first annual grant shall be made during the normal grant cycle in 2023) and for the balance of the Term of Employment, Executive shall receive an annual equity award under the Stock Plan at an annual target value of Eight Million Five Hundred Thousand Dollars ($8,500,0008,000,000) during the normal annual grant cycle in accordance with Company’s then-standard practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). The equity instruments, terms and conditions, and calculation of number of awards shall be based on Company’s then-standard practices and procedures for awards to Senior Executives. In the award agreements granting the Promotion RSUs and any Annual Equity Grant, Company hereby agrees to provide that if an Approved Transaction, Control Purchase, or Board Change, as such terms are defined in the Stock Plan (each a “Change in Control”), occurs before such equity award has vested and provided that there is an equitable substitution or replacement for the equity award in connection with a Change in Control, the vesting of the equity award shall fully accelerate as a result of the Change in Control only if (i) within 12 months after the Change in Control, (A) the Company or a Subsidiary (as defined in the Stock Plan) terminates Executive’s employment other than for Cause, or (B) if Executive resigns for Good Reason, or (ii) during such 12-month period after the Change in Control, Executive is given notice by the Company that, in connection with a termination of Executive’s employment by the Company other than for Cause, Executive shall no longer be required to provide services for the Company or its affiliates or subsidiaries as an employee and Executive ceases to provide such services, but due to the length of any statutorily or contractually required notice period, Executive’s employment actually terminates following the expiration of such 12-month period. Any accelerated vesting as described in the preceding sentence shall occur only if and to the extent permitted under Section 409A of the Code and the regulations thereunder.

Equity Program. Executive shall receive an award of restricted stock units Restricted Stock Units (“RSUs”) under the Warner Bros. Discovery, Inc. Stock Incentive Plan or a successor plan (the “Stock Plan”) on the next business day following the Effective Date July 15, 2022 (the “Promotion RSUs”). The Subject to the terms and conditions of the Stock Plan and implementing award agreements, the Promotion RSUs shall vest over a period of almost three (3) years, in three (3) substantially equal installments beginning on the first anniversary of the Effective Date, the second anniversary of the Effective Date, and with the third installment vesting on a date no later than the day before the third anniversary of the Effective Date. The Promotion RSUs shall otherwise be subject to the terms and conditions of the Stock Plan and implementing award agreement. In all cases the Promotion RSUs shall vest by the end of the Term of Employment. The number of Promotion RSUs shall be calculated by dividing the target value of Two Million Dollars ($2,000,000) by the closing price of Warner Bros Discovery, Inc. shares on July 14, 2022the last trading day before the date of grant, rounded up to the nearest whole share. Subject to the approval of the Compensation Committee of the Board of Directors of Warner Bros. Discovery, Inc., which Company shall use good faith efforts to obtain, beginning in 2023 (i.e., the first annual grant shall be made during the normal grant cycle in 2023) and for the balance of the Term of Employment, Executive shall receive an annual equity award under the Stock Plan at an annual target value of Eight Million and Five Hundred Thousand Dollars ($8,500,000) during the normal annual grant cycle in accordance with Company’s then-standard practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). The equity instruments, terms and conditions, and calculation of number of awards units shall be based on Company’s then-standard practices and procedures for awards to Senior Executives. In the award agreements granting the Promotion RSUs and any Annual Equity Grant, Company hereby agrees to provide that if an Approved Transaction, Control Purchase, or Board Change, as such terms are defined in the Stock Plan (each a “Change in Control”), occurs before such equity award has vested and provided that there is an equitable substitution or replacement for the equity award in connection with a Change in Control, the vesting of the equity award shall fully accelerate as a result of the Change in Control only if (i) within 12 months after the Change in Control, (A) the Company or a Subsidiary (as defined in the Stock Plan) terminates Executive’s employment other than for Cause, or (B) if Executive resigns for Good Reason, or (ii) during such 12-month period after the Change in Control, Executive is given notice by the Company that, in connection with a termination of Executive’s employment by the Company other than for Cause, Executive shall no longer be required to provide services for the Company or its affiliates or subsidiaries as an employee and Executive ceases to provide such services, but due to the length of any statutorily or contractually required notice period, Executive’s employment actually terminates following the expiration of such 12-month period. Any accelerated vesting as described in the preceding sentence shall occur only if and to the extent permitted under Section 409A of the Code and the regulations thereunder.

Equity Program. Executive shall receive an award of 73,368 restricted stock units under the Warner Bros. Discovery, Inc. Stock Incentive Plan or a successor plan (the “Stock Plan”) on the next business day following after the Effective Date (the “Promotion RSUs”). The Subject to the terms and conditions of the Stock Plan and implementing award agreements, the Promotion RSUs shall vest over a period of almost three (3) years, in three (3) substantially equal installments beginning on the first anniversary of the Effective Date, the second anniversary of the Effective Date, and with the third installment vesting on a date no later than the day before the third anniversary of the Effective Date. The Promotion RSUs shall otherwise be For the avoidance of doubt, subject to Executive’s continued employment through the terms and conditions day before the third anniversary of the Stock Plan and implementing award agreement. In all cases Effective Date (the “Final Promotion RSU Vesting Date”), the Promotion RSUs shall vest by no later than the end of the Term of Employment. The number of Final Promotion RSUs shall be calculated by dividing the target value of Two Million Dollars ($2,000,000) by the closing price of Warner Bros Discovery, Inc. shares on July 14, 2022, rounded up to the nearest whole shareRSU Vesting Date. Subject to the approval of the Compensation Committee of the Board of Directors of Warner Bros. Discovery, Inc., which Company shall use good faith efforts to obtain, beginning in 2023 (i.e., the first annual grant shall be made during the normal grant cycle in 2023) and for the balance of the Term of Employment, Executive shall receive an annual equity award under the Stock Plan at an annual target value of Eight Three Million Five Hundred Thousand Dollars ($8,500,0003,000,000) during the normal annual grant cycle in accordance with EXECUTION COPY Company’s then-standard practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). The equity instruments, terms and conditions, and calculation of number of awards shall be based on Company’s then-standard practices and procedures for awards to Senior Executives. In the award agreements granting the Promotion RSUs and any Annual Equity Grant, Company hereby agrees to provide that if an Approved Transaction, Control Purchase, or Board Change, as such terms are defined in the Stock Plan (each a “Change in Control”), occurs before such equity award has vested and provided that there is an equitable substitution or replacement for the equity award in connection with a Change in Control, the vesting of the equity award shall fully accelerate as a result of the Change in Control only if (i) within 12 months after the Change in Control, (A) the Company or a Subsidiary (as defined in the Stock Plan) terminates Executive’s employment other than for Cause, or (B) if Executive resigns for Good Reason, or (ii) during such 12-month period after the Change in Control, Executive is given notice by the Company that, in connection with a termination of Executive’s employment by the Company other than for Cause, Executive shall no longer be required to provide services for the Company or its affiliates or subsidiaries as an employee and Executive ceases to provide such services, but due to the length of any statutorily or contractually required notice period, Executive’s employment actually terminates following the expiration of such 12-month period. Any accelerated vesting as described in the preceding sentence shall occur only if and to the extent permitted under Section 409A of the Code and the regulations thereunder.