Discovery Communications, LLC One Discovery Place Silver Spring, MD 20910 July 30, 2008
Exhibit 10.15
Discovery Communications, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Xxx Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
July 30, 2008
Xx. Xxxx X. Xxxxxxxxx
Discovery Communications, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Discovery Communications, LLC
Xxx Xxxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Dear Xxxx:
This letter supersedes our letter agreement dated June 29, 2004, regarding your position with
Discovery Communications, Inc., and will be effective with the consummation of the transactions
(collectively, the “Merger”) contemplated in the Form S-4 recently filed by “new” Discovery
Communications, Inc. (“DCI”).
For a period of ten years, commencing on the consummation of the Merger, you will be employed
as a senior executive of DCI, with the title of Founder. You will report solely to the Board of
Directors of DCI (“Board”). Subject to the Board’s assignment of other responsibilities, you will
continue to serve as DCI’s creative leader, its conscience, and an advisor to and sounding board
for its Chief Executive Officer.
Your employment is “at will” and may be terminated at any time by the affirmative vote of a
majority of the members of the Board (excluding you). We currently contemplate that you will be
nominated for the position of Chairman of the Board, but your election to (and removal from) that
position is subject to the affirmative vote of a majority of the Board, and is further subject to
the special class voting rights of DCI’s Series A convertible preferred stockholders.
During the term of your employment, your annual salary shall be $1,000,000 and your annual
incentive compensation will be targeted at 60% of your annual salary, each subject to annual
adjustment by the Board. The amount of any annual incentive compensation shall be determined by
the Compensation Committee in its sole discretion. You will be eligible to participate in the
employee benefits arrangements that DCI makes available to its senior management generally. If you
serve on the Board during the term of your employment with DCI, you will not be entitled to receive
any additional compensation for such Board service.
Your
equity compensation is addressed in a separate Equity Stake Transition Term Sheet. Any
additional equity participation will be determined at the sole discretion of the Board and its
Compensation Committee.
Xx. Xxxx X. Xxxxxxxxx
July 30, 2008
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July 30, 2008
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If you have any questions or require any additional information about the foregoing terms,
please let me know. Otherwise, please acknowledge your agreement with the foregoing by signing in
the space below and returning the executed copy to me by email or by facsimile.
Sincerely, | ||||||
THE COMPENSATION COMMITTEE OF | ||||||
DISCOVERY COMMUNICATIONS, LLC | ||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||
Xxxxxx X. Xxxxxxx | ||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||
Xxxxxx X. Xxxxx |
AGREED AND ACCEPTED: |
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/s/ Xxxx X. Xxxxxxxxx
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July 30, 2008 | |
Xxxx X. Xxxxxxxxx |