0001193125-09-017678 Sample Contracts

Amended and Restated Employment Agreement Between The Walt Disney Company And Thomas O. Staggs
Employment Agreement • February 3rd, 2009 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • California

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of December 18, 2008, by and between Thomas O. Staggs (“Executive”) and The Walt Disney Company, a Delaware corporation (“Company”), amending and restating in its entirety Executive’s Employment Agreement with Company dated as of January 31, 2008 (the “January 31 Agreement”).

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Amended and Restated Employment Agreement Between The Walt Disney Company And Robert A. Iger
Employment Agreement • February 3rd, 2009 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 23, 2008, by and between The Walt Disney Company, a Delaware corporation (the “Company”), and Robert A. Iger (“Executive”) amending and restating in its entirety Executive’s Employment Agreement with Company dated as of January 31, 2008 (the “January 31 Agreement”).

THE WALT DISNEY COMPANY Performance-Based Stock Unit Award (Total Shareholder Return/Average Annual Adjusted EPS Growth Goals/Section
Performance-Based Stock Unit Award • February 3rd, 2009 • Walt Disney Co/ • Services-miscellaneous amusement & recreation • Delaware

AWARD AGREEMENT, dated as of <DATED> between The Walt Disney Company, a Delaware corporation (“Disney”), and (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 Amended and Restated 2005 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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