0001001039-13-000003 Sample Contracts

Performance-Based Stock Unit Award
Award Agreement • January 11th, 2013 • Walt Disney Co/ • Cable & other pay television services • Delaware

AWARD AGREEMENT, dated as of __________________ between The Walt Disney Company, a Delaware corporation (“Disney”), and______________________ (the “Participant”). This Award is granted on ______________________ (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 (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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