exv10w4






Exhibit 10.4




DISCOVERY COMMUNICATIONS LLC

SUPPLEMENTAL DEFERRED COMPENSATION PLAN




Effective as of October 1, 1999

Amended and Restated as of October 1, 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	2	 
	ARTICLE II ELIGIBILITY AND PARTICIPATION
	 	 	5	 
	ARTICLE III CONTRIBUTIONS AND CREDITS
	 	 	5	 
	ARTICLE IV ALLOCATION OF FUNDS
	 	 	8	 
	ARTICLE V ENTITLEMENT TO BENEFITS
	 	 	11	 
	ARTICLE VI DISTRIBUTION OF BENEFITS
	 	 	11	 
	ARTICLE VII BENEFICIARIES; PARTICIPANT DATA
	 	 	14	 
	ARTICLE VIII ADMINISTRATION AND RECORDKEEPING
	 	 	14	 
	ARTICLE IX AMENDMENT
	 	 	16	 
	ARTICLE X TERMINATION
	 	 	16	 
	ARTICLE XI MISCELLANEOUS
	 	 	17	 
	ARTICLE XII THE TRUST
	 	 	19	 






 









 






DISCOVERY COMMUNICATIONS LLC

SUPPLEMENTAL DEFERRED COMPENSATION PLAN




Amended and restated effective as of October 1, 2007




RECITALS




               This Discovery Communications LLC Supplemental Deferred Compensation Plan (the “Plan”) was
adopted by Discovery Communications LLC (the “Employer”) for certain of its management employees.
The purpose of the Plan is to offer those employees deferred compensation benefits taxable under
Section 451 of the Internal Revenue Code of 1986, as amended (the “Code”) and to supplement such
employees’ retirement benefits under the Employer’s tax-qualified retirement plan and other
retirement programs. The Plan is intended to be a “top-hat plan” (i.e., an unfunded deferred
compensation plan maintained for a select group of management or highly compensated employees)
pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”).



               The Employer has previously amended and restated the Plan, and desires to further amend and
restate Plan to provide for changes relating to compliance with Section 409A of the Code (as
defined below) and the regulations thereunder. Accordingly, the Plan is hereby restated as follows.



ARTICLE I

DEFINITIONS




               The following terms, as used herein, unless a different meaning is implied by the context,
have the following meaning:





     1.1 ACCOUNT means the balance credited to a Participant’s Plan account, including
amounts credited under the Base Compensation Deferral Account, the Incentive Compensation
Deferral Account, the EIP Transfer Account, the DAP Transfer Account, the Employer Contribution
Credit Account (but excluding any benefits referred to in Section 3.5) and the Five Year Vesting
Account. Said Account shall be determined as of the date of reference.




     1.2 BASE COMPENSATION means “compensation” as defined in the Qualifed Plan,
determined without regard to the limitation on the amount of compensation that may be recognized
under the Qualified Plan due to the application of Code Section 401(a)(17), but not in excess of
five hundred and fifty thousand dollars ($550,000).




     1.3 BENEFICIARY means any person or persons so designated in accordance with the
provisions of Article VII.




     1.4 CODE means the Internal Revenue Code of 1986 and the regulations thereunder, as
amended from time to time.



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     1.5 COMPENSATION means the total of Base Compensation and Incentive Compensation,
as such terms are defined herein.




     1.6 COMPENSATION DEFERRAL ACCOUNTS is defined in Section 3.3.




     1.7 COMPENSATION DEFERRALS is defined in Section 3.2.




     1.8 DAP means the Discovery Appreciation Plan.




     1.9 DESIGNATION DATE means the date or dates as of which a designation of deemed
investment directions by an individual pursuant to Section 4.4 shall become effective. The
Employer has determined that the Designation Dates in any Plan Year include each day of the Plan
Year upon which investment directions may be acted.




     1.10 DISABILITY means a condition under which a Participant (1) is unable to engage
in any substantial gainful activity by reason of any medically determined physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (2) is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health policy covering employees of
Employer, as defined pursuant to Section 409A of the Code.




     1.11 EFFECTIVE DATE means the effective date of the Plan, which was October 1,
1999.




     1.12 ELIGIBLE EMPLOYEE means any person employed by the Employer who the
Retirement Plan Committee determines (in its sole discretion) is a member of a select group of
management or highly compensated employees of the Employer (within the meaning of ERISA).




          By each December 1, the Employer shall notify those individuals, if any, who will be
Eligible Employees for the next Plan Year. If the Employer determines that an individual first
becomes an Eligible Employee during a Plan Year, the Employer shall notify such individual of
its determination and of the date during the Plan Year on which the individual shall first
become an Eligible Employee.




     1.13 EMPLOYER means Discovery Communications LLC and its successors and assigns
unless otherwise herein provided, or any other corporation or business organization which, with
the consent of Discovery Communications LLC or its successors or assigns, assumes the Employer’s
obligations hereunder, or any other corporation or business organization which agrees, with the
consent of Discovery Communications LLC, to become a party to the Plan.




     1.14 EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.1.



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     1.15 EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.1.




     1.16 INCENTIVE COMPENSATION  means a Participant’s bonuses, commissions, incentive
compensation and such other amounts as may be reflected on the Participant’s Form W-2, but not
included in Base Compensation. Notwithstanding the foregoing, Incentive Compensation shall not
include payments from the DAP.




     1.17 LONG-TERM INCENTIVE PLAN TRANSFER ACCOUNT is defined in Section 3.5.




     1.18 PARTICIPANT means any Eligible Employee designated as a Participant in
accordance with the provisions of Article II, including, where appropriate according to the
context of the Plan, any former employee who is or may become (or whose Beneficiaries may
become) eligible to receive a benefit under the Plan and solely with respect to the Five Year
Vesting Account, any employee designated as a Participant in respect of receiving a contribution
to the Five Year Vesting Account; provided, however, that any such employee is not otherwise
entitled to participate in the Plan with respect to other contributions, except as permitted
under Article II.




     1.19 PARTICIPANT ENROLLMENT AND ELECTION FORM means the form (or forms) on which a
Participant agrees to make a salary reduction contribution election under the Qualified Plan, on
which a Participant elects to defer Compensation hereunder, on which the Participant makes an
election concerning the manner of payment of his or her Account, and on which the Participant
makes certain other designations as required thereon.




     1.20 PLAN means this Discovery Communications LLC Supplemental Deferred
Compensation Plan, as amended from time to time.




     1.21 PLAN YEAR means the twelve (12) month period ending on the December 31 of each
year during which the Plan is in effect. Notwithstanding the preceding, the period beginning
October 1, 1999 and ending December 31, 1999 was deemed a short Plan Year.




     1.22 QUALIFIED PLAN means the Discovery Communications LLC Retirement Savings Plan,
as amended from time to time.




     1.23 SEPARATION FROM SERVICE means the cessation of a Participant’s services within
the meaning of Treas. Reg. §1.409A-1(h).




     1.24 TRUST means the trust fund, if any, established pursuant to the Plan.




     1.25 TRUSTEE means the trustee named in the agreement establishing the Trust and
such successor and/or additional trustees as may be named pursuant to the terms of the agreement
establishing the Trust.




     1.26 UNFORESEEABLE EMERGENCY means a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s spouse, or the
Participant’s dependent (as defined in Code Section 152(a), as the same may



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be amended from time
to time), loss of the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.




     1.27 VALUATION DATE means the last day of each Plan Year or such other date the
Employer, in its sole discretion, designates as a Valuation Date.



ARTICLE II

ELIGIBILITY AND PARTICIPATION





     2.1 REQUIREMENTS. An Eligible Employee shall become a Participant by filing a
Participant Enrollment and Election Form with the Employer prior to the beginning of the Plan
Year and agreeing to make Compensation Deferrals into the Plan. No individual shall become a
Participant, however, if he or she is not an Eligible Employee on the date his or her
participation is to begin. Notwithstanding the foregoing, with respect to an employee who first
becomes eligible to participate in the Plan during a Plan Year, a Participant Enrollment and
Election Form must be filed with the Employer within thirty (30) calendar days after the date
the employee first becomes eligible to participate in the Plan.




          Participation in the Plan is voluntary. In order to participate in the Plan an Eligible
Employee must make an irrevocable written application in such manner as may be required by
Section 3.2.




     2.2 RE-EMPLOYMENT. If a Participant whose employment with the Employer is
terminated is subsequently re-employed with the Employer, he or she may become a Participant in
accordance with the provisions of Section 2.1.




     2.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains
in the employ of the Employer, but ceases to be an Eligible Employee, he or she shall not be
eligible to make Compensation Deferrals or to be credited with Employer Contribution Credits
hereunder.



ARTICLE III

CONTRIBUTIONS AND CREDITS





     3.1 EMPLOYER CONTRIBUTION CREDITS. There shall be established and maintained a
separate Employer Contribution Credit Account in the name of each Participant. Such Account
shall be credited or debited, as applicable, with (a) amounts equal to the Employer’s
Contribution Credits credited to that Account; and (b) amounts equal to any deemed earnings and
losses (to the extent realized, based upon deemed fair market value of the Account’s deemed
assets as determined by the Employer, in its discretion) allocated to that Account; and (c)
expenses and/or taxes charged to that Account.




          The Employer’s Contribution Credits credited to a Participant’s Employer Contribution
Credit Account for a Plan Year shall equal the sum of (a) and (b) below:



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          (a) the excess of (i) the sum of the matching contributions that would have been made by
the Employer under the Qualified Plan on behalf of the Participant for the Plan Year, but
calculated based on his Base Compensation as defined hereunder, over (ii) the sum of the
matching contributions actually made by the Employer to the Qualified Plan on behalf of the
Participant for the Plan Year; and




          (b) additional amounts, if any, that the Employer, in its sole discretion, contributes to
the Participant’s Employer Contribution Credit Account.




          (c) A Participant shall at all times be one hundred percent (100%) vested in amounts
credited to his or her Employer Contribution Credit Account.




     3.2 PARTICIPANT ELECTIVE COMPENSATION DEFERRALS. In accordance with rules
established by the Employer, a Participant may elect to defer Compensation which is due to be
earned and which would otherwise be paid to the Participant, in any fixed percentage designated
by the Participant; provided, however, that such deferral may not exceed fifty percent (50%) of
Compensation. A Participant must make a separate election to defer Base Compensation (“Base
Compensation Deferrals”) and Incentive Compensation (“Incentive Compensation Deferrals”).
Amounts so deferred will be considered collectively as a Participant’s “Compensation Deferrals.”
A Participant shall make such elections with respect to a coming twelve (12) month Plan Year
during a period designated by the Employer prior to the Plan Year (the “annual enrollment
period”) or, if an employee is not eligible to participate at such time, no later than thirty
(30) calendar days after the date the employee is first eligible to participate in the Plan.




          A Participant may not cancel his or her Base Compensation Deferral election or his or her
Incentive Compensation Deferral election unless so required under the Qualified Plan in order
for the Participant to obtain a hardship withdrawal from the Qualified Plan or upon the
occurrence of an Unforeseeable Emergency. After the lifting of a period of suspension from the
Plan, the Participant shall be treated as a newly Eligible Employee.




          Unless so canceled, a Base Compensation Deferral deduction election and
an Incentive Compensation Deferral deduction election shall both continue in force for the
remainder of the Plan Year. Compensation Deferrals shall be deducted by the Employer from the
appropriate pay of a deferring Participant and shall be credited to the Account of the deferring
Participant.




     3.3 COMPENSATION DEFERRAL ACCOUNTS. There shall be established and maintained by
the Employer a separate Base Compensation Deferral Account and a separate Incentive Compensation
Deferral Account in the name of each Participant, to which shall be credited or debited, as
applicable: (a) amounts equal to the Participant’s Compensation Deferrals under Section 3.2; (b)
amounts equal to any deemed earnings and losses (to the extent realized, based upon deemed fair
market value of the Accounts’ deemed assets as determined by the Employer in its discretion)
attributable or allocable thereto; and (c) expenses and/or taxes charged to those Accounts.



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          A Participant shall at all times be one hundred percent (100%) vested in amounts credited
to both his or her Base Compensation Deferral Account and his or her Incentive Compensation
Deferral Account.




     3.4 PARTICIPANT SEVERANCE DEFERRALS. In accordance with rules established by the
Employer, a Participant may elect to defer any severance payment to which the Participant may
become entitled (in twenty-five percent (25%) increments) for Separation from Service on or
prior to December 31, 2007 by irrevocably electing, upon the later of the 2005 election period
or the Participant’s initial enrollment in the Plan prior to 2007 to have such payments made in
installment form (in the manner provided in Section 6.2) rather than as a lump sum.




          Notwithstanding anything herein to the contrary, except for the deferral opportunity
described in this Section 3.4 with respect to Separations from Service on or prior to December
31, 2007, the Participant’s severance benefits shall be governed by the Employer plan or plans,
or the Employer policy or policies, which provide for severance benefits, and not by the Plan.




          Notwithstanding anything elsewhere to the contrary, no deferral elections pursuant to this
Plan shall be effective with respect to severance payments, if any, payable to Participants with
respect to Separations from Service on or after January 1, 2008.




     3.5 LONG-TERM INCENTIVE PLAN TRANSFER ACCOUNTS. There shall be established and
maintained by the Employer a separate Long-term Incentive Plan Transfer Account in the name of
each Participant on whose behalf is transferred, in accordance with the provisions of this
Section, vested benefits under the DAP. Such transfers, and the amounts transferred, shall be
subject to the following provisions:




          (a) Eligible Employees and Participants who are actively employed by the Employer may
request no later than the December 31st of the calendar year preceding the calendar
year in which the DAP award is made the Committee (as that term is defined in the DAP) to effect
a transfer of all or a portion of such Participant’s DAP award to this Plan on the date such
award would otherwise be payable under the DAP under certain circumstances described in the DAP
and in
accordance with Section 409A. Such request shall be made on such forms and at such times
as the Employer may prescribe in accordance with Section 409A. If such request is approved, the
amount of the transferable benefit shall be determined under the DAP, in accordance with the
provisions, terms and conditions of the DAP, and the Participant’s vested benefit under the DAP
shall be reduced by an amount equal to the amount of the transfer.




          (b) The Long-Term Incentive Plan Transfer Account shall be credited or debited, as
applicable with: (a) amounts transferred from the DAP in accordance with this Section; (b)
amounts equal to any deemed earnings and losses (to the extent realized, based upon deemed fair
market value of the Account’s deemed assets as determined by the Employer in its discretion)
attributable or allocable thereto; and (c) expenses and/or taxes charged to that Account.



7









 






          (c) A Participant shall at all times be one hundred percent (100%) vested in amounts
credited to his or her Long-Term Incentive Plan Transfer Account. Notwithstanding the
foregoing, to the extent all or any portion of a DAP award which was to be transferred to this
Plan is forfeited under the terms of the DAP, no such award shall be transferred or payable
under this Plan.




     3.6 FIVE YEAR VESTING ACCOUNT. There shall be established and maintained by the
Employer a separate Five Year Vesting Account in the name of any designated Participant, to
which shall be credited or debited, as applicable: (a) amounts contributed to the Five Year
Vesting Account by the Employer on behalf of any such Participant; (b) amounts equal to any
deemed earnings or losses (to the extent realized, based upon deemed fair market value of the
Five Year Vesting Account’s deemed assets as determined by the Employer in its discretion)
attributable or allocable thereto; and (c) expenses and/or taxes charged to the Five Year
Vesting Account.




          Amounts contributed to the Five Year Vesting Account of a Participant, together with
earnings thereon, shall vest in five equal annual installments on the first, second, third,
fourth, and fifth anniversaries of the dates such amounts are deemed contributed to the Plan (or
such other date as the Employer may designate in writing), subject to the continuous employment
of any such Participant by the Employer through a relevant vesting date.




          Upon any termination of employment of a Participant (notwithstanding the basis therefor),
any amounts contributed to the Five Year Vesting Account that have not vested as of the date of
such termination, together with any earnings thereon, shall be forfeited. Upon a termination of
a Participant’s employment for “Cause” (as defined in an employment agreement between the
Company and such Participant, or if there is no such agreement, “cause” in accordance with the
Company’s policies) or upon a Participant’s violation of such Participant’s employment agreement
with the Company, all amounts contributed to the Five Year Vesting Account, and any earnings
thereon, shall be forfeited.



ARTICLE IV

ALLOCATION OF FUNDS





     4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Pursuant to Section 4.4,
each Participant shall have the right to direct the Employer as to how amounts in his or her
Plan Account shall be deemed to be invested in the deemed investment options made available
under the Plan. Subject to such limitations as may from time to time be required by law, imposed
by the Employer or the Trustee or contained elsewhere in the Plan, and subject to such operating
rules and procedures as may be imposed from time to time by the Employer, prior to the date on
which a direction will become effective, the Participant shall have the right to direct the
Employer as to how amounts in his or her Account shall be deemed to be invested. The Employer
shall direct the Trustee to invest the account maintained in the Trust on behalf of the
Participant pursuant to the deemed investment directions the Employer properly has received from
the Participant.



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          The value of the Participant’s Account shall be equal to the value of the account
maintained under the Trust on behalf of the Participant. As of each Valuation Date of the Trust,
the Participant’s Account will be credited or debited to reflect the Participant’s deemed
investments of the Trust. The Participant’s Plan Account will be credited or debited with the
increase or decrease in the realizable net asset value or credited interest, as applicable, of
the designated deemed investments, as follows. As of each Valuation Date, an amount equal to the
net increase or decrease in realizable net asset value or credited interest, as applicable (as
determined by the Trustee), of each deemed investment option within the Account since the
preceding Valuation Date shall be allocated among all Participants’ Accounts deemed to be
invested in that investment option in accordance with the ratio which the portion of the Account
of each Participant which is deemed to be invested within that investment option, determined as
provided herein, bears to the aggregate of all amounts deemed to be invested within that
investment option.




     4.2 ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the
distribution made hereunder to a Participant or his or her Beneficiary or Beneficiaries shall be
charged to such Participant’s Account. Such amounts shall be charged on a pro rata basis against
the investment options in which the Participant’s Account is deemed to be invested.




     4.3 SEPARATE BOOKKEEPING ACCOUNTS. A separate bookkeeping account under the Plan
shall be established and maintained by the Employer to reflect the Account for each Participant,
with bookkeeping sub-accounts to show separately the Participant’s Base Compensation Deferral
Account, Incentive Compensation Deferral Account, Long-Term Incentive Plan Transfer Account, and
the Participant’s Employer Contribution Credit Account and Five Year Vesting Account, if any.
Each sub-account will separately account for the credits and debits described in Article III.




     4.4 DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as
may from time to time be required by law, imposed by the Employer or the Trustee or contained
elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from
time to time by the Employer, prior to and effective for each Designation Date, each Participant
may communicate to the Employer a direction (in accordance with (a), below) as to how his or her
Plan Accounts should be deemed to be invested among such categories of deemed investments as may
be made available by the Employer hereunder. Such direction shall designate the percentage (in
any whole percent
multiples) of each portion of the Participant’s Plan Accounts which is requested to be
deemed to be invested in such categories of deemed investments, and shall be subject to the
following rules:




          (a) Any initial or subsequent deemed investment direction shall be in writing, on a form
supplied by and filed with the Employer, and/or, as required or permitted by the Employer, shall
be by oral designation and/or electronic transmission designation. A designation shall be
effective as of the Designation Date next following the date the direction is received and
accepted by the Employer on which it would be reasonably practicable for the Employer to effect
the designation.





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          (b) All amounts credited to the Participant’s Account shall be
deemed to be invested in
accordance with the then effective deemed investment direction, and as of the Designation Date
with respect to any new deemed investment direction, all or a portion of the Participant’s
Account at that date shall be reallocated among the designated deemed investment funds according
to the percentages specified in the new deemed investment direction unless and until a
subsequent deemed investment direction shall be filed and become effective. An election
concerning deemed investment choices shall continue indefinitely as provided in the
Participant’s most recent Participant Enrollment and Election Form, or other form specified by
the Employer.




          (c) If the Employer receives an initial or revised deemed investment direction which it
deems to be incomplete, unclear or improper, the Participant’s investment direction then in
effect shall remain in effect (or, in the case of a deficiency in an initial deemed investment
direction, the Participant shall be deemed to have filed no deemed investment direction) until
the next Designation Date, unless the Employer provides for, and permits the application of,
corrective action prior thereto.




          (d) If the Employer possesses (or is deemed to possess as provided in (c), above) at any
time directions as to the deemed investment of less than all of a Participant’s Account, the
Participant shall be deemed to have directed that the undesignated portion of the Account be
deemed to be invested in a money market, fixed income or similar fund made available under the
Plan as determined by the Employer in its discretion.




          (e) Each Participant hereunder, as a condition to his or her participation hereunder,
agrees to indemnify and hold harmless the Employer and its agents and representatives from any
losses or damages of any kind relating to the deemed investment of the Participant’s Account
hereunder.




          (f) Each reference in this Section to a Participant shall be deemed to include, where
applicable, a reference to a Beneficiary.




     4.5 PAYMENT OF TAXES AND EXPENSES. Expenses, including Trustee fees, associated
with the administration or operation of the Plan shall be paid by the Employer, unless, in the
discretion of the Employer, the Employer elects to charge such expenses against the appropriate
Participant’s Account or Participants’ Accounts. Any taxes (or net operating loss reductions)
allocable to an Account (or portion thereof) maintained under the Plan which arise prior to the
complete distribution of the Account,
shall be absorbed by the Employer, unless, in the discretion of the Employer, the Employer
elects to charge such taxes against the appropriate Participant’s Account or Participants’
Accounts.




     4.6 FORFEITURES. Amounts forfeited by the Participants in the Plan shall
immediately be allocated to a forfeiture account. Amounts allocated to the forfeiture account,
and adjusted by any earnings or losses thereon, shall be used to offset the amount of future
contributions or as otherwise directed by the Employer.



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ARTICLE V

ENTITLEMENT TO BENEFITS





     5.1 TERMINATION OF EMPLOYMENT/SEPARATION FROM SERVICE. Upon the Participant’s
Separation from Service with the Employer for any reason, the Participant’s Account at the date
of such termination shall be valued and payable at or commencing at such date of Separation from
Service according to the provisions of Article VI, except as provided in Section 3.5.




     5.2 RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving installment
distributions pursuant to Section 6.2 is re-employed by the Employer as an employee, the
remaining distributions due to the Participant shall continue to be paid in accordance with the
election or instruction applicable to such distribution. In order for such re-employed employee
to become a Participant under the Plan again, all of the terms and conditions of the Plan,
including Section 2.1 hereof, must first be satisfied. In such event, a new Account will be
established for amounts deferred in connection with such re-employment.




     5.3 DEATH, DISABILITY OR UNFORESEEABLE EMERGENCY. In the event of a Participant’s
death or Disability, or Unforeseeable Emergency with respect to a Participant, payment shall or
may be made in accordance with the provisions of Article VI hereof.



ARTICLE VI

DISTRIBUTION OF BENEFITS





     6.1 AMOUNT. A Participant (or his or her Beneficiary) shall become entitled to
receive upon the Participant’s Separation from Service, a distribution in an aggregate amount
equal to the Participant’s Account. Any payment due hereunder will be paid by the Employer from
its general assets or from the Trust, if any.




     6.2 METHOD OF PAYMENT.




          (a) Medium of Payments. All payments under the Plan shall be made in cash or in a
cash equivalent.




          (b) Timing and Manner of Payment. (i) In the case of distributions to a
Participant or his or her Beneficiary by virtue of an entitlement pursuant to Section 5.1, an
aggregate amount equal to the Participant’s Account will be paid by the Employer or the Trust,
as provided by Section 6.1, in a lump sum or in substantially equal monthly installments
(adjusted for gains, losses and expenses) over a period of sixty (60) months or one hundred
twenty (120) months, subject to clause (ii), as previously elected by the
Participant. If a Participant fails to designate properly the manner of payment of the
Participant’s benefit under the Plan, such payment will be in a lump sum. Such designation shall
be made by the Participant on his or her Participant Enrollment and Election Form in accordance
with this Plan.




               (ii) The preceding notwithstanding, if the payment hereunder by the Employer is to be in
installments, (A) the initial installment shall be no less than twenty-five thousand dollars
($25,000) (or, if less, the balance of the Participant’s Account) and each subsequent
installment shall be no less than one thousand dollars ($1,000) (or, if less, the balance of the
Participant’s



11









 






Account), and (B) the total to be so paid shall continue to be deemed to be
invested pursuant to Sections 4.1 and 4.4 under such procedures as the Employer may establish,
in which case any deemed income, gain, loss or expense attributable thereto (as determined by
the Employer, in its discretion) shall be reflected in the installment payments.




               (iii) If an installment method of payment is elected by the Participant, or his or her
Beneficiary, such Participant, or Beneficiary, may further elect to have the installment
payments paid in the form of a check payable to the Participant, or Beneficiary, or as a direct
deposit into his or her United States bank account. Unless the Participant, or Beneficiary,
specifically elects to receive payment via direct deposit and has completed all required forms
to initiate such direct deposits, the installment payments will be made in the form of a check
payable to the Participant, or Beneficiary. Such election relative to the form of future
installment payments may be made at any time, provided the election form and any additional
required forms are completed by the Participant, or Beneficiary, and returned to the Employer at
least thirty (30) days prior to the date of the next installment payment.




               (iv) Payments hereunder shall be made, or shall commence (in case of installments), no
later than sixty (60) days following the Participant’s Separation from Service, subject to
Section 11.5 hereof, if applicable.




               (v) Notwithstanding anything in this Section to the contrary, payments from a
Participant’s Long-Term Incentive Plan Transfer Account shall be made in a single lump sum.




               (vi) A Participant may elect to change the form of payment hereunder as set forth in an
existing Participant Enrollment and Election Form, but such a change must include the
lengthening of the deferral period by no less than five years from the original payment date (as
in effect before such change). Such election must be filed with the Employer at least 12 months
prior to the date of the first scheduled payment and shall not be effective for a period of 12
months. Under no circumstances may a Participant’s Enrollment and Election Form be retroactively
entered into, modified or revoked.




     6.3 DEATH BENEFITS. If a Participant dies before terminating his or her employment
with the Employer and before the commencement of payments to the Participant hereunder, the
entire value of the Participant’s Account shall be paid, as provided in Section 6.2, to the
person or persons designated in accordance with Section 7.1.




          Upon the death of a Participant after payments hereunder have begun but before he or she
has received all payments to which he or she is entitled under the Plan, the remaining benefit
payments shall be paid to the person or persons designated in accordance with Section 7.1, in
the manner in which such benefits were payable to the Participant, unless the Employer elects a
more rapid form of distribution.






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     6.4 DISABILITY. In the event of a Participant’s Disability, the entire value
of the Participant’s Account shall be paid as provided in Section 6.2.




     6.5 UNFORESEEABLE EMERGENCY. In the event of an Unforeseeable Emergency, a
Participant may request and the Employer may make an accelerated payout of that portion of such
Participant’s Account that is not more than the amount necessary to satisfy the emergency and
pay taxes reasonably anticipated as a result of the payout, after taking into account the extent
to which such Unforeseeable Emergency is or may be relieved through reimbursement or
compensation by insurance or by liquidation of the Participant’s other assets to the extent
liquidation would not itself cause severe financial hardship.



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ARTICLE VII

BENEFICIARIES; PARTICIPANT DATA





     7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time may designate
any person or persons (who may be named contingently or successively) to receive such benefits
as may be payable under the Plan upon or after the Participant’s death, and such designation may
be changed from time to time by the Participant by filing a new designation. Each designation
will revoke all prior designations by the same Participant, shall be in the form prescribed by
the Employer, and will be effective only when filed in writing with the Employer during the
Participant’s lifetime.




          In the absence of a valid Beneficiary designation, or if, at the time any benefit payment
is due to a Beneficiary, there is no living Beneficiary validly named by the Participant, the
Employer shall pay any such benefit payment to the Participant’s legal spouse, if then living,
but otherwise to the Participant’s estate.




     7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement or notice
addressed to a Participant or to a Beneficiary at his or her last post office address as shown
on the Employer’s records, shall be binding on the Participant or Beneficiary for all purposes
of the Plan. Neither the Trustee nor the Employer shall be obliged to search for any Participant
or Beneficiary beyond the sending of a registered letter to such last known address. If the
Employer notifies any Participant or Beneficiary that he or she is entitled to an amount under
the Plan and the Participant or Beneficiary fails to claim such amount or make his or her
location known to the Employer within three (3) years thereafter, then, except as otherwise
required by law, if the location of one or more of the next of kin of the Participant is known
to the Employer, the Employer may direct distribution of such amount to any one or more or all
of such next of kin, and in such proportions as the Employer determines. If the location of none
of the foregoing persons can be determined, the Employer shall have the right to direct that the
amount payable shall be deemed to be a forfeiture and paid to the Employer, except that the
dollar amount of the forfeiture, unadjusted for deemed gains or losses in the interim, shall be
paid by the Employer if a claim for the benefit subsequently is made by the Participant or the
Beneficiary to whom it was payable. If a benefit payable to an unlocated Participant or
Beneficiary is subject to escheat pursuant to applicable state law, neither the Trustee nor the
Employer shall be liable to any person for any payment made in accordance with such law.



ARTICLE VIII

ADMINISTRATION AND RECORDKEEPING





     8.1 ADMINISTRATIVE AND RECORDKEEPING AUTHORITY. Except as otherwise specifically
provided herein, the Employer shall have the sole responsibility for and the sole control of the
operation, administration and recordkeeping of the Plan, and shall have the power and authority
to take all action and to make all decisions and interpretations which may be necessary or
appropriate in order to administer and operate the Plan, including, without limiting the
generality of the foregoing, the power, duty and responsibility to:



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          (a) Resolve and determine all disputes or questions arising under the Plan, including the
power to determine the rights of Participants and Beneficiaries, and their respective benefits,
and to remedy any ambiguities, inconsistencies or omissions, in the Plan.




          (b) Adopt such rules of procedure and regulations as in its opinion may be necessary for
the proper and efficient administration of the Plan and as are consistent with the Plan.




          (c) Implement the Plan in accordance with its terms and the rules and regulations adopted
as above.




          (d) Subject to Section 9.1, make determinations concerning the crediting and distribution
of Participants’ benefits.




     8.2 LITIGATION. In any action or judicial proceeding affecting the Plan, it shall
be necessary to join as a party only the Employer. Except as may be otherwise required by law,
no Participant or Beneficiary shall be entitled to any notice or service of process, and any
final judgment entered in such action shall be binding on all persons interested in, or claiming
under, the Plan.




     8.3 CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a “Claimant”)
shall present the claim, in writing, to the Employer and the Employer shall respond in writing.
If the claim is denied, the written notice of denial shall state, in a manner calculated to be
understood by the Claimant:




          (a) The specific reason or reasons for denial, with specific references to the Plan
provisions on which the denial is based;




          (b) A description of any additional material or information necessary for the Claimant to
perfect his or her claim and an explanation of why such material or information is necessary;
and




          (c) An explanation of the Plan’s claims review procedure.




          The written notice denying or granting the Claimant’s claim shall be provided to the
Claimant within ninety (90) days after the Employer’s receipt of the claim, unless special
circumstances require an extension of time for processing the claim. If such an extension is
required, written notice of the extension shall be furnished by the Employer to the Claimant
within the initial ninety (90) day period and in no event shall such an extension exceed a
period of ninety (90) days from the end of the initial ninety (90) day period. Any extension
notice shall indicate the special circumstances requiring the extension and the date on which
the Employer expects to render a decision on the claim. Any claim not granted or denied within
the period noted above shall be deemed to have been denied.




          Any Claimant whose claim is denied, or deemed to be denied under the preceding sentence (or
such Claimant’s authorized representative), may, within sixty (60) days after the Claimant’s
receipt of notice of the denial, or after the date of the deemed denial, request a review of the
denial by notice given, in writing, to the Employer. Upon such a request for review, the claim
shall be reviewed by the Employer (or its designated



15









 






representative) which may, but shall not be
required to, grant the Claimant a hearing. In
connection with the review, the Claimant may have representation, may examine pertinent
documents, and may submit issues and comments in writing.




          The decision on review normally shall be made within sixty (60) days of the Employer’s
receipt of the request for review. If an extension of time is required due to special
circumstances, the Claimant shall be notified, in writing, by the Employer, and the time limit
for the decision on review shall be extended to one hundred twenty (120) days. The decision on
review shall be in writing and shall state, in a manner calculated to be understood by the
Claimant, the specific reasons for the decision and shall include references to the relevant
Plan provisions on which the decision is based. The written decision on review shall be given to
the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty (120) day)
time limit discussed above. If the decision on review is not communicated to the Claimant within
the sixty (60) day (or, if applicable, the one hundred twenty (120) day) period discussed above,
the claim shall be deemed to have been denied upon review. All decisions on review shall be
final and binding with respect to all concerned parties.



ARTICLE IX

AMENDMENT





     9.1 RIGHT TO AMEND. The Employer, by action of its Board of Directors, shall have
the right to amend the Plan at any time and with respect to any provisions hereof, and all
parties hereto or claiming any interest hereunder shall be bound by such amendment; provided,
however, that no such amendment shall deprive any Participant or Beneficiary of a right accrued
hereunder prior to the date of the amendment, and provided further that the Employer may, with
prospective or retroactive effect, amend or suspend the Plan or any portion thereof at any time
for the purpose of rendering the Plan consistent with applicable law.




     9.2 AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN. Notwithstanding the
provisions of Section 9.1, the Plan may be amended at any time, retroactively if required, if
found necessary, in the opinion of the Employer, in order to ensure that the Plan is
characterized as a non-tax-qualified “top hat” plan of deferred compensation maintained for a
select group of management or highly compensated employees, as described under ERISA Sections
201(2), 301(a)(3) and 401(a)(1) and to conform the Plan and the Trust to the provisions and
requirements of any applicable law (including ERISA and the Code).



ARTICLE X

TERMINATION





     10.1 EMPLOYER’S RIGHT TO TERMINATE PLAN. The Employer reserves the right, at any
time, to terminate the Plan and/or its obligation to make further credits to Plan Accounts by
action of its Board of Directors; provided, however, that no such termination shall deprive any
Participant or Beneficiary of a right accrued hereunder prior to the date of termination. In the
event of such termination of the Plan, the



16









 






Participant’s Plan account(s) shall continue to be
credited or debited with deemed earnings or losses in accordance with the Participant’s deemed
investment elections pursuant to Article IV
hereof, until distributed in accordance with the terms of the Plan or earlier to the extent
permitted under Code Section 409A, including, without limitation, Treas. Reg.
§1.409A-3(j)(4)(ix).




     10.2 AUTOMATIC TERMINATION OF PLAN. The Plan shall terminate automatically upon the
dissolution of the Employer or upon a Change in Control of the Employer (as such term is defined
in Section 409A(a)(2)(A)(v) of the Code and the regulations and other guidance issued
thereunder) in the event any successor to the Employer did not specifically adopt and agree to
continue the Plan; provided, however, that no such termination shall deprive any Participant or
Beneficiary of a right accrued hereunder prior to the date of termination and provided further
that, upon termination pursuant to this Section 10.2, if compliant with applicable law including
Code Section 409A and the regulations thereunder, each Participant shall become fully and
immediately vested in his or her Plan account(s) and the full amount of each Participant’s Plan
account(s) shall become immediately distributable to him or her.




     10.3 SUCCESSOR TO EMPLOYER. Any corporation or other business organization which is
a successor to the Employer by reason of a consolidation, merger or purchase of substantially
all of the assets of the Employer shall have the right to become a party to the Plan by adopting
the same by resolution of the entity’s board of directors or other appropriate governing body.
If, within thirty (30) days from the effective date of such consolidation, merger or sale of
assets, such new entity does not become a party hereto, as above provided, the Plan shall be
terminated only in accordance with this Article X.



ARTICLE XI

MISCELLANEOUS





     11.1 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the Plan
nor any modification hereof, nor the creation of any account under the Plan, nor the payment of
any benefits under the Plan, shall be construed as giving to any Participant or any other person
any legal or equitable right against the Employer or any officer or employee thereof, except as
provided by law or by any Plan provision. The Employer does not in any way guarantee any
Participant’s Account from loss or depreciation, whether caused by poor investment performance
of a deemed investment or the inability to realize upon an investment due to an insolvency
affecting an investment vehicle or any other reason. In no event shall the Employer, or any
successor, employee, officer, director or stockholder of the Employer, be liable to any person
on account of any claim arising by reason of the provisions of the Plan or of any instrument or
instruments implementing its provisions, or for the failure of any Participant, Beneficiary or
other person to be entitled to any particular tax consequences with respect to the Plan, or any
credit or distribution hereunder.




     11.2 CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such
illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be
fully severable, and the Plan shall be construed and enforced as if said illegal or



17









 






invalid provisions had never been inserted herein. For all purposes of the Plan, where the context
permits, the singular shall include the plural, and the plural shall include the singular.
Headings of Articles and Sections herein are inserted only for convenience of
reference and are not to be considered in the construction of the Plan. The laws of
Maryland shall govern, control and determine all questions of law arising with respect to the
Plan and the interpretation and validity of its respective provisions, except where those laws
are preempted by the laws of the United States. Participation under the Plan will not give a
Participant the right to be retained in the service of the Employer nor any right or claim to
any benefit under the Plan unless such right or claim has specifically accrued hereunder.




               The Plan is intended to be and at all times shall be interpreted and administered so as to
qualify as an unfunded plan of deferred compensation, and no provision of this Plan shall be
interpreted so as to give any individual any right in any assets of the Employer which right is
greater than the rights of any general unsecured creditor of the Employer.




          11.3 SPENDTHRIFT PROVISION. No amount payable to a Participant or any Beneficiary
under the Plan will, except as otherwise specifically provided by law, be subject in any manner
to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law
or in equity), levy, execution, pledge, encumbrance, charge or any other legal or equitable
process, and any attempt to do so will be void; nor will any benefit hereunder be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts of the person
entitled thereto. Further, (a) the withholding of taxes from Plan benefit payments, (b) the
recovery under the Plan of overpayments of benefits previously made to a Participant or any
Beneficiary, (c) if applicable, the transfer of benefit rights from the Plan to another plan, or
(d) the direct deposit of Plan benefit payments to an account in a banking institution (if not
actually part of an arrangement constituting an assignment or alienation) shall not be construed
as an assignment or alienation.




               In the event that a Participant’s or any Beneficiary’s benefits hereunder are garnished or
attached by order of any court, the Employer may bring an action for a declaratory judgment in a
court of competent jurisdiction to determine the proper recipient of the benefits to be paid
under the Plan. During the pendency of said action, any benefits that become payable shall be
held as credits to a Participant’s or Beneficiary’s Account or, if the Employer prefers, paid
into the court as they become payable, to be distributed by the court to the recipient as it
deems proper at the close of said action.




     11.4 Section 409A. The benefits under this Plan are intended to be provided in
compliance with Section 409A of the Code and, accordingly, to the maximum extent permitted, this
Plan shall be interpreted to be in compliance therewith. Notwithstanding any provision of the
Plan, to the extent that any distribution or Account would be subject to Section 409A of the
Code, no such distribution or Account may be granted if it would fail to comply with the
requirements set forth in Section 409A of the Code. To the extent that the Employer determines
that the Plan or any distribution or Account under it is subject to Section 409A of the Code and
fails to comply with the requirements of Section 409A of the Code, notwithstanding anything to
the contrary contained in the Plan, the Employer reserves



18









 






the right to amend or terminate the
Plan and/or amend, restructure, terminate or replace the distribution or Account in order to
cause the same to either not be subject to Section 409A of the Code or to comply with the
applicable provisions of Section 409A of the Code. Notwithstanding the foregoing, neither the
Company nor any of their employees or agents
shall have any liability to any Participant or Beneficiary as a result of any tax, interest
or penalty or other payments required to be paid or due, pursuant to or because of a violation
of Section 409A of the Code.




     11.5 SPECIFIED EMPLOYEES. If the Participant is a specified employee as defined in,
and pursuant to Treas. Reg. §1.409A-1(i) or any successor regulation, on the date of Separation
from Service for any reason except the death of the Participant, any payment hereunder
designated as being subject to this Section 11.5 shall be made to the Participant no earlier
than (i) the date which is six months from the date of Separation from Service or (ii) the date
of the Participant’s death (the “Delay Period”). If any payment or installment is delayed
pursuant to the preceding sentence, all payments or installments due during the Delay Period
will be paid to the Participant or his or her Beneficiary in a lump sum, on the first business
day following the expiration of the six month period referred in the prior sentence or the date
of the Participant’s death, as applicable.



ARTICLE XII

THE TRUST





     12.1 ESTABLISHMENT OF TRUST. The Employer may, but need not, establish the Trust
with the Trustee pursuant to such terms and conditions as are set forth in the Trust agreement
to be entered into between the Employer and the Trustee. The Trust is intended to be treated as
a “grantor” trust under the Code and the establishment of the Trust is not intended to cause the
Participant to realize current income on amounts contributed thereto nor to cause the Plan to be
“funded” within the meaning of ERISA, and the Trust shall be so interpreted.




          IN
WITNESS WHEREOF the Employer has caused this restated Plan to be
executed this 22nd day of October, 2007



	 	 	 	 	 	 	 
	 	 	DISCOVERY	 	 
	 	 	COMMUNICATIONS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Adria Alpert Romm	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title	 	SEVP Human Resources	 	 
	 

	 	 	 	 	 	 
	ATTEST: 
	 	 	 	 	 	 
	 
	/s/ Jennifer
Johnson
	 	 	 	 	 	 
	Director
- Benefits


	 	 	 	 	 	 







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