0000950129-04-010069 Sample Contracts

THE WALT DISNEY COMPANY Performance-Based Stock Unit Award (Dual Performance Goals)
Stock Unit Award • December 23rd, 2004 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware

AWARD AGREEMENT, dated as of , between The Walt Disney Company, a Delaware corporation (“Disney”), and (the “Participant”). This Award is granted on , 200 (the “Date of Grant”) by the Compensation Committee of the Disney Board of Directors (the “Committee”) pursuant to the terms of the 2002 Executive Performance Plan (the “Plan”), and pursuant to the terms of the Amended and Restated 1995 Stock Incentive Plan (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.

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THE WALT DISNEY COMPANY Non-Qualified Stock Option Award Agreement [Seven-year Form]
Qualified Stock Option Award Agreement • December 23rd, 2004 • 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 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.

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