0001299933-08-004700 Sample Contracts

Discovery Performance Equity Program Nonqualified Stock Option Grant Agreement for John Hendricks
Noncompetition Agreement • October 7th, 2008 • Discovery Communications, Inc. • Cable & other pay television services

Discovery Communications, Inc. (the “Company”) has granted you an option (the “Option”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “Plan”), under which the Company now makes equity grants after the transactions that closed on September 17, 2008. The Company’s general program to offer equity and equity-type awards to eligible employees is referred to as the “Performance Equity Program” (or “PEP”). The Option lets you purchase a specified number (the “Option Shares”) of shares of the Company’s Series A common stock, at a specified price per share (the “Exercise Price”).

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Discovery Performance Equity Program Cash-Settled Stock Appreciation Right Agreement for Employees – Auto Exercise
Discovery Communications, Inc. • October 7th, 2008 • Cable & other pay television services

Discovery Communications, Inc. (the “Company”) has granted you a stock appreciation right (the “SAR”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “Plan”), the Plan under which the Company will now make equity grants after the transactions that closed on September 17, 2008. The Company’s general program to offer equity and equity-type awards to eligible employees is referred to as the “Performance Equity Program” (or “PEP”). The SAR lets you receive a cash amount equivalent to the appreciation in value, if any, at the time of exercise of a specified number of shares of the Company’s Series A common stock (the “SAR Shares”) over a specified measurement price per share (the “Base Price”).

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