EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2023 • Walt Disney Co • Services-miscellaneous amusement & recreation • California
EMPLOYMENT AGREEMENT, dated as of December 4, 2023, by and between The Walt Disney Company, a Delaware corporation (the “Company”), and Hugh F. Johnston (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2019 • Walt Disney Co • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 20th day of March, 2019, by and among The Walt Disney Company (formerly known as TWDC Holdco 613 Corp.), a Delaware corporation (the “Company”), TWDC Enterprises 18 Corp., a Delaware corporation (the “Guarantor”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC (together, the “Dealer Managers”).
FIVE-YEAR CREDIT AGREEMENT dated as of March 6, 2020, among THE WALT DISNEY COMPANY, as Borrower, TWDC ENTERPRISES 18 CORP., as Guarantor (prior to the Guaranty Release Date), The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Designated Agent...Credit Agreement • March 11th, 2020 • Walt Disney Co • Services-miscellaneous amusement & recreation • New York
FIVE-YEAR CREDIT AGREEMENT dated as of March 6, 2020, among THE WALT DISNEY COMPANY, a Delaware corporation (the “Borrower”), TWDC ENTERPRISES 18 CORP., a Delaware corporation (the “Guarantor”) (prior to the Guaranty Release Date), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the “Designated Agent”) for the Lenders hereunder..
THE WALT DISNEY COMPANY Non-Qualified Stock Option Award AgreementNon-Qualified Stock Option Award Agreement • February 7th, 2024 • Walt Disney Co • Services-miscellaneous amusement & recreation
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 2011 Stock Incentive Plan, as amended (the “Plan”), the applicable terms and conditions of which are incorporated herein by reference and made a part of this Agreement.
THE WALT DISNEY COMPANY Schedule of Provisions for Performance-Based Restricted Stock Unit Award Pursuant to the 2011 Stock Incentive Plan (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests)Award Agreement • February 7th, 2024 • Walt Disney Co • Services-miscellaneous amusement & recreation • Delaware
AWARD AGREEMENT, dated as of Date between The Walt Disney Company, a Delaware corporation (“Disney”), and Participant Name (the “Participant”). This Award is granted on Grant Date (the “Date of Grant”) by the Compensation Committee of the Disney Board of Directors (the “Committee”) pursuant to the terms of the 2011 Stock Incentive Plan, as amended (the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2022 • Walt Disney Co • Services-miscellaneous amusement & recreation • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers for itself and its subsidiaries the most capable persons available;
THE WALT DISNEY COMPANY Performance-Based Stock Unit Award (Section 162(m) Vesting Requirement)Stock Unit Award • February 11th, 2021 • Walt Disney Co • Services-miscellaneous amusement & recreation • Delaware
AWARD AGREEMENT, dated as of Dated between The Walt Disney Company, a Delaware corporation (“Disney”), and Participant Name (the “Participant”). This Award is granted on Grant Date (the “Date of Grant”) by the Compensation Committee of the Disney Board of Directors (the “Committee”) pursuant to the terms of the Amended and Restated 2002 Executive Performance Plan (the “Plan”), and pursuant to the terms of the 2011 Stock Incentive Plan, as amended (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.
364-DAY CREDIT AGREEMENT dated as of March 5, 2021, among THE WALT DISNEY COMPANY, as Borrower, TWDC ENTERPRISES 18 CORP., as Guarantor (prior to the Guaranty Release Date), The LENDERS Party Hereto and CITIBANK, N.A., as Designated Agent CITIBANK,...Credit Agreement • March 8th, 2021 • Walt Disney Co • Services-miscellaneous amusement & recreation • New York
364-DAY CREDIT AGREEMENT dated as of March 5, 2021, among THE WALT DISNEY COMPANY, a Delaware corporation (the “Borrower”), TWDC ENTERPRISES 18 CORP., a Delaware corporation (the “Guarantor”) (prior to the Guaranty Release Date), the LENDERS party hereto and CITIBANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the “Designated Agent”) for the Lenders hereunder.
THE WALT DISNEY COMPANY Burbank, California 91521 As of October 20, 2023Walt Disney Co • February 7th, 2024 • Services-miscellaneous amusement & recreation
This letter agreement will confirm that the following new Paragraph 3(f) shall be added to the Agreement immediately following Paragraph 3(e), effective as of October 20, 2023:
THE WALT DISNEY COMPANY Burbank, California 91521 April 18, 2023Walt Disney Co • August 9th, 2023 • Services-miscellaneous amusement & recreation • California
RE: Amendment to that certain Employment Agreement, dated as of June 29, 2022, by and between The Walt Disney Company and Kristina K. Schake (the “Agreement”).
EQUITY PURCHASE AGREEMENT among THE WALT DISNEY COMPANY FOX CABLE NETWORKS, LLC and DIAMOND SPORTS GROUP, LLC Dated as of May 3, 2019Equity Purchase Agreement • May 3rd, 2019 • Walt Disney Co • Services-miscellaneous amusement & recreation • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of May 3, 2019, among (i) The Walt Disney Company, a Delaware corporation (“Disney” or “Seller”), (ii) Fox Cable Networks, LLC, a Delaware limited liability company (the “Selling Subsidiary”), and (iii) Diamond Sports Group, LLC, a Delaware limited liability company (“Buyer”).
364-DAY CREDIT AGREEMENT Dated as of March 15, 2019, among TWDC HOLDCO 613 CORP. (TO BE RENAMED THE WALT DISNEY COMPANY), as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Co-Administrative Agents, and JPMORGAN...364-Day Credit Agreement • March 20th, 2019 • Walt Disney Co • Services-miscellaneous amusement & recreation • Delaware
364-DAY CREDIT AGREEMENT, dated as of March 15, 2019, among TWDC HOLDCO 613 CORP. (to be renamed THE WALT DISNEY COMPANY), a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders party hereto and JPMORGAN CHASE BANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the “Designated Agent”) for the Lenders hereunder.
364-DAY BRIDGE CREDIT AGREEMENT Dated as of March 15, 2019, among TWDC HOLDCO 613 CORP. (TO BE RENAMED THE WALT DISNEY COMPANY), as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Co- Administrative Agents, and...364-Day Bridge Credit Agreement • March 20th, 2019 • Walt Disney Co • Services-miscellaneous amusement & recreation • Delaware
364-DAY BRIDGE CREDIT AGREEMENT, dated as of March 15, 2019, among TWDC HOLDCO 613 CORP. (to be renamed THE WALT DISNEY COMPANY), a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders party hereto and JPMORGAN CHASE BANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the “Designated Agent”) for the Lenders hereunder.
THE WALT DISNEY COMPANY $1,500,000,000 1.750% Notes due 2026 $1,000,000,000 2.200% Notes due 2028 $2,500,000,000 2.650% Notes due 2031 $1,750,000,000 3.500% Notes due 2040 $2,750,000,000 3.600% Notes due 2051 $1,500,000,000 3.800% Notes due 2060...Walt Disney Co • May 13th, 2020 • Services-miscellaneous amusement & recreation • New York
The Walt Disney Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $1,500,000,000 aggregate principal amount of its 1.750% Notes due 2026 (the “2026 Notes”), $1,000,000,000 aggregate principal amount of its 2.200% Notes due 2028 (the “2028 Notes”), $2,500,000,000 aggregate principal amount of its 2.650% Notes due 2031 (the “2031 Notes”), $1,750,000,000 aggregate principal amount of its 3.500% Notes due 2040 (the “2040 Notes”), $2,750,000,000 aggregate principal amount of its 3.600% Notes due 2051 (the “2051 Notes”) and $1,500,000,000 aggregate principal amount of its 3.800% Notes due 2060 (the “2060 Notes” and, collectively with the 2026 Notes, the 2028 Notes, the 2031 Notes, the 2040 Notes and the 2051 Notes, the “Securities”). The Securities will be issued pursuant to the Indenture dated as of March 20, 2019 (the “I
JOINT FILING AGREEMENTJoint Filing Agreement • December 4th, 2020 • Walt Disney Co • Services-miscellaneous amusement & recreation
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
364-DAY CREDIT AGREEMENT dated as of April 10, 2020, among THE WALT DISNEY COMPANY, as Borrower, TWDC ENTERPRISES 18 CORP., as Guarantor (prior to the Guaranty Release Date), The LENDERS Party Hereto and CITIBANK, N.A., as Designated Agent CITIBANK,...364-Day Credit Agreement • April 13th, 2020 • Walt Disney Co • Services-miscellaneous amusement & recreation • New York
364-DAY CREDIT AGREEMENT dated as of April 10, 2020, among THE WALT DISNEY COMPANY, a Delaware corporation (the “Borrower”), TWDC ENTERPRISES 18 CORP., a Delaware corporation (the “Guarantor”) (prior to the Guaranty Release Date), the LENDERS party hereto and CITIBANK, N.A., as designated agent (together with any successor designated agent appointed pursuant to Article VII, the “Designated Agent”) for the Lenders hereunder.
DISNEY CORPORATE SERVICES CO., LLC Burbank, California 91521 December 21, 2023Walt Disney Co • December 22nd, 2023 • Services-miscellaneous amusement & recreation • California
This letter agreement will confirm that the Employment Agreement is hereby amended as follows, effective on the date hereof.
DISNEY CORPORATE SERVICES CO., LLC Burbank, California 91521 As of March 27, 2023Walt Disney Co • May 10th, 2023 • Services-miscellaneous amusement & recreation
This letter agreement will confirm that the Employment Agreement and Indemnification Agreement are hereby amended as follows, effective as of March 27, 2023:
Assignment and Assumption of Indemnification AgreementAssignment and Assumption of Indemnification Agreement • August 6th, 2019 • Walt Disney Co • Services-miscellaneous amusement & recreation • Delaware
AGREEMENT, effective as of , among The Walt Disney Company, a Delaware corporation (“TWDC”), TWDC Enterprises 18 Corp, a Delaware corporation (formerly known as The Walt Disney Company) (“Old Disney”) and (the “Indemnitee”).
SUPPORT AGREEMENTSupport Agreement • September 30th, 2022 • Walt Disney Co • Services-miscellaneous amusement & recreation
This Support Agreement, dated September 30, 2022 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (together with Daniel S. Loeb, collectively, “Third Point”, and each individually, a “member” of Third Point) and The Walt Disney Company (the “Company”).
THE WALT DISNEY COMPANY Burbank, California 91521Walt Disney Co • February 9th, 2022 • Services-miscellaneous amusement & recreation
Reference is made to the employment agreement (the “Agreement”) dated as of December 21, 2021, between The Walt Disney Company (the “Company”) and you, wherein Company employed your services as Senior Executive Vice President, General Counsel and Secretary.
THE WALT DISNEY COMPANYWalt Disney Co • February 7th, 2024 • Services-miscellaneous amusement & recreation
This letter agreement will confirm that the following new Paragraph 3(f) shall be added to the Agreement immediately following Paragraph 3(e), effective as of December 4, 2023:
THE WALT DISNEY COMPANYWalt Disney Co • June 15th, 2023 • Services-miscellaneous amusement & recreation
This letter amends the employment agreement dated as of July 1, 2015, as amended and assigned to Disney Financial Services Co, LLC (the "Agreement"), between you and The Walt Disney Company (the "Company"), to specify your duties during the pendency of a paid leave, commencing effective July 1, 2023 and continuing through June 30, 2024 (the “Leave Period”), granted at your request to care for your family and/or yourself.
February 24, 2020 Mr. Robert IgerEmployment Agreement • February 25th, 2020 • Walt Disney Co • Services-miscellaneous amusement & recreation
THE WALT DISNEY COMPANYWalt Disney Co • August 10th, 2022 • Services-miscellaneous amusement & recreation
This letter amends the captioned employment agreement (the “Agreement”) to (1) extend the term thereof by replacing the date February 28, 2023, in Paragraph 1 thereof with the date June 30, 2025, and (2) increase the target accounting award value specified in the third sentence of Paragraph 3(c) from $15 million to $20 million.
AMENDED AND RESTATED GENERAL RELEASEGeneral Release • August 10th, 2022 • Walt Disney Co • Services-miscellaneous amusement & recreation • California
WHEREAS, Geoff Morrell (hereinafter referred to as “Executive”) and The Walt Disney Company (hereinafter referred to as the “Company") are parties to an Employment Agreement, dated January 24, 2022, (the “Employment Agreement”), which provided for Executive’s employment with the Company on the terms and conditions specified therein; and
DISNEY CORPORATE SERVICES CO., LLC Burbank, California 91521 July 21, 2022Walt Disney Co • August 10th, 2022 • Services-miscellaneous amusement & recreation
This letter agreement will confirm that the Employment Agreement and Indemnification Agreement are hereby amended as follows, effective as of June 29, 2022:
THE WALT DISNEY COMPANY Burbank, California 91521 As of December 4, 2023Employment Agreement • February 7th, 2024 • Walt Disney Co • Services-miscellaneous amusement & recreation
This letter agreement will confirm that the following new Paragraph 3(d) shall be added to the Agreement immediately following Paragraph 3(c), effective as of December 4, 2023:
THE WALT DISNEY COMPANY Burbank, California 91521Walt Disney Co • December 7th, 2020 • Services-miscellaneous amusement & recreation • California
Reference is made to your employment agreement with The Walt Disney Company (the “Company”), dated as of July 1, 2015, as amended (the “Agreement”), which is scheduled to expire on June 30, 2021. In connection therewith, you and the Company hereby agree to the following, effective as of the date hereof:
THE WALT DISNEY COMPANY Burbank, California 91521Walt Disney Co • October 11th, 2019 • Services-miscellaneous amusement & recreation
Reference is made to your employment agreement with The Walt Disney Company (the “Company”), dated September 27, 2013 (the “Agreement”), as amended, which is scheduled to expire on December 31, 2020. In connection therewith, you and the Company hereby agree to the following, effective as of September 26, 2019:
THE WALT DISNEY COMPANY Burbank, California 91521Walt Disney Co • February 9th, 2022 • Services-miscellaneous amusement & recreation
Reference is made to the employment agreement (the "Agreement") dated as of July 1, 2015, as amended, between The Walt Disney Company (the "Company") and you, wherein Company employed your services as Senior Executive Vice President and Chief Financial Officer.
JOINT FILING AGREEMENTJoint Filing Agreement • April 30th, 2020 • Walt Disney Co • Services-miscellaneous amusement & recreation
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Amendment to Employment Agreement dated as of November 20, 2022Walt Disney Co • July 12th, 2023 • Services-miscellaneous amusement & recreation
This letter amends your Employment Agreement with The Walt Disney Company (the “Company”), dated as of November 20, 2022 (the “Agreement”) and scheduled to expire on December 31, 2024, to (1) extend the term thereof to December 31, 2026, and (2) make such other changes to the terms and conditions of the Agreement as set forth below. In connection therewith, you and the Company hereby agree to the following, effective as of the date of this letter (the “Effective Date”).
THE WALT DISNEY COMPANY Burbank, California 91521 As of November 23, 2022Walt Disney Co • November 29th, 2022 • Services-miscellaneous amusement & recreation
This letter (“Agreement”) amends and restates the terms of the agreement between Mary Jayne Parker (“Consultant”) and The Walt Disney Company (“Company”) with respect to certain consulting services. The Company retains Consultant’s services pursuant to the following terms.
July 14, 2022 Alan Braverman c/o The Walt Disney CompanyWalt Disney Co • August 10th, 2022 • Services-miscellaneous amusement & recreation
