EXHIBIT 10(c)
First Amendment to
Amended and Restated
Employment Agreement dated June 29, 2000
Between
The Xxxx Disney Company
And
Xxxxxxx X. Xxxxxx
The Xxxx Disney Company ("Company") and Xxxxxxx X. Xxxxxx ("Executive")
hereby amend the Amended and Restated Agreement dated June 29, 2000 between
Company and Executive ("Agreement") as follows, effective as of April 27, 2004.
Capitalized terms used but not defined in this amendment (the "First Amendment")
shall have the meanings given in the Agreement.
1. Section 2 of the Agreement is amended to delete the reference to the
employment of Executive as the Company's "Chairman" and Section
10(i) of the Agreement is amended to delete the reference to
Executive's election or retention as "Chairman".
2. Section 2 of the Agreement is amended to include a new second
sentence:
"For all purposes under this Agreement, as Chief Executive
Officer, Executive shall retain the same duties and
responsibilities, with the same scope of authority, with
respect to the management of the Company, as he previously
held as Chief Executive Officer during the term of the
Agreement."
3. Executive hereby agrees not to assert any right to terminate his
employment under Section 10 of the Agreement, or to claim a breach
of the Agreement or otherwise assert any claim or right, as a result
of his removal from the position of Chairman on March 3, 2004.
4. Except as modified hereby, all provisions of the Agreement shall
continue in full force and effect. Without limiting the generality
of the foregoing, except as expressly provided herein, this First
Amendment shall not affect any other rights that the Executive or
the Company may have under the Agreement.
IN WITNESS WHEREOF, the parties have executed this First Amendment
on this 27th day of April 2004.
THE XXXX DISNEY COMPANY
By: XXXX X. XXXXXXXXX
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XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
