EX-10.7






<Participant Full Name>



Dear <Participant First Name>



Congratulations, you have been given a stock appreciation right (or “SAR”) in recognition of your
contributions to the success of Discovery Communications, Inc. (the “Company”). A stock
appreciation right gives you the right to receive cash based on the increase in value, if any,
between the value of the Company’s Series A common stock when we grant the SAR (the base price) and
the value when you exercise the SAR, assuming you satisfy the conditions of the Plan and the
implementing agreement. We would like you to have an opportunity to share in the continued success
of the Company through this stock appreciation rights grant 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 (“PEP”). The following represents a brief description of your
grant. You will receive additional details regarding your SAR within the next several weeks
including a SAR Grant Agreement (the “Grant Agreement”) and a copy of the Plan; responses to
frequently asked questions are attached. In addition, if you are located in a country other than
the United States, you will receive an International Addendum with your first award under the Plan
that you must sign and return to the Company. If you are subject to this requirement, the
International Addendum is enclosed. These materials will provide important information regarding
the mechanics of the SAR and instructions for accepting the grant and for designating
beneficiaries.



SAR Grant Summary:



	 	 	 
	Date of Grant

	 	<Grant Date>
	 

	 	 
	SAR Shares

	 	<Number of SARS Granted>
	 

	 	 
	Base Price per Share

	 	<Grant Price>
	 

	 	 
	Exercisability Dates

	 	25% of the SARs beginning on the first anniversary of

the Date of Grant and an additional 2% of the SARs

beginning on each subsequent anniversary.
	 

	 	 
	Term Expiration Date

	 	<Expiration Date>
	 

	 	 







	•	 	You have been granted a stock appreciation right with respect to shares of Discovery
Communications, Inc. Series A Common Stock. The total number of shares under your grant is in
the chart above under “SAR Shares” and the base price per share is under “Base Price per
Share.”






	•	 	The potential value of your SAR increases if the price of the Company’s stock increases,
but you also have to continue to work for the Company (except as the Grant Agreement provides)
to actually receive such value. Of course, the value of the stock may go up and down over
time.






	•	 	You can’t exercise the SAR (convert it into cash) until it becomes exercisable. Your SAR
becomes exercisable in four annual 25% increments beginning on the first anniversary of the
Date of Grant, assuming you remain an employee of the Company and subject to the terms in the
Grant Agreement.






	•	 	Whether or not you decide to exercise your SAR is your decision, and you have until the SAR
expires (which will be no later than the seventh anniversary of the Date of Grant,
<Expiration Date>, but can end earlier in various situations) to make that decision.






	•	 	In most countries, you will be taxed on your SAR as soon as you exercise the SAR. However,
tax laws vary by country, so please check with your tax advisor or government tax office.





You can access the DAP portal for updates and information, email

pepquestions@discovery.com, or call the Compensation Hotline at 240-662-3493 with any

questions.





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Discovery Performance Equity Program

Cash-Settled Stock Appreciation Right Agreement for Employees




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”).



The individualized communication you received (the “Cover Letter”) provides the details for
your SAR. It specifies the number of SAR Shares, the Base Price, the Date of Grant, the schedule
for exercisability, and the latest date the SAR will expire (the “Term Expiration Date”).



The SAR is subject in all respects to the applicable provisions of the Plan. This Grant
Agreement does not cover all of the rules that apply to the SAR under the Plan; please refer to the
Plan document. Capitalized terms are defined either further below in this grant agreement (the
“Grant Agreement”) or in the Plan. If you are located in a country other than the United States,
you are also receiving an International Addendum to this Grant Agreement (the “International
Addendum”). You are required to sign a copy of the International Addendum in addition to accepting
this Grant Agreement electronically. The International Addendum is incorporated into the Grant
Agreement by reference and supplements the terms of this Grant Agreement and future grants to you
under the Plan.



The Plan document is available on the Fidelity website. The Prospectus for the Plan and the
Company’s S-4, Annual Report on Form 10-K, and other filings the Company makes with the Securities
and Exchange Commission are available for your review on the Company’s web site. You may also
obtain paper copies of these documents upon request to the Company’s HR department.



Neither the Company nor anyone else is making any representations or promises regarding the
duration of your service, exercisability of the SAR, the value of the Company’s stock or of this
SAR, or the Company’s prospects. The Company is not providing any advice regarding tax
consequences to you or regarding your decisions regarding the SAR; you agree to rely only upon your
own personal advisors.



No one may sell, transfer, or distribute the SAR without an effective registration statement
relating thereto or an opinion of counsel satisfactory to Discovery Communications, Inc. or other
information and representations satisfactory to it that such registration is not required.



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In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:



	 	 	 
	SAR

Exercisability

	 	While your SAR remains in effect under the SAR Expiration section, you

may exercise any exercisable portions of the SAR (and receive the applicable appreciation in value) under the

timing rules of this section.







The SAR will become exercisable on the schedule provided in the Cover Letter
to this Grant Agreement, assuming you remain employed (or serve as a member
of the Company’s board of directors) through each Exercisability Date. Any
fractional shares will be carried forward to the following Exercisability
Date, unless the Committee selects a different treatment. For purposes of
this Grant Agreement, employment with the Company will include employment
with any Subsidiary whose employees are then eligible to receive Awards
under the Plan (provided that a later transfer of employment to an
ineligible Subsidiary will not terminate employment unless the Committee
determines otherwise).




Exercisability will accelerate fully on your Retirement, or, while employed,
your Disability or death. If the Company terminates your employment without
Cause during a calendar year before the SAR is fully exercisable, the SAR
will remain or become exercisable as though you remained working through any
Exercisability Dates occurring during the 90 days after the date of
termination. (“Cause” has the meaning provided in Section 11.2(b) of the
Plan. “Retirement” means your employment ends for any reason other than
Cause at a point at which you are at least age 60 and have been employed by
the Company, any of its subsidiaries, or Discovery Communications, LLC for
at least five years, where your period of service is determined using the
Company’s Prior Employment Service Policy or a successor policy chosen by
the Committee. Acceleration upon Retirement does not apply in countries
subject to the EU Directive on Discrimination.)




	 	 	 	Change in Notwithstanding the Plan’s provisions, if an Approved Transaction,






	 	 	 	Control Control Purchase, or Board Change (each a “Change in Control”) occurs while you
remain employed by the Company, the SAR will only have accelerated exercisability as a
result of the Change in Control if (i) within 12 months after the Change in Control,
(x) your employment is terminated without Cause or (y) you resign for Good Reason and
(ii) with respect to any Approved Transaction, the transaction actually closes and the
qualifying separation from employment occurs within 12 months after the closing date.






“Good Reason” has the meaning provided in your employment agreement
with the Company or, if no such agreement is in effect after a Change
in Control, any of the following events without your consent and as
measured against the status in effect at the Change in Control
(unless you have subsequently consented to a different status):  (a)
a required relocation of your principal place of employment that
results in an increase in commuting distance of at least 50 miles,
(b) a job level reduction of at least two levels, or (c) a reduction
in base salary, provided however, that you must provide the Company
with written notice of the existence of the event constituting Good
Reason within 45 days of your knowledge of any such event having
occurred and allow the Company 30 days to cure the same.  If the
Company so cures the change, you will not have a basis for
terminating your employment for Good Reason with respect to such
cured change.  If such event is not cured within such 30 day period,
you may make your resignation effective at the end of such 30 day
period. Unless the Committee determines otherwise, Good Reason
provides an acceleration only for resignations during the 12 month
period following a Change in Control.




The Committee reserves its ability under Section 11.1(b) of the Plan
to vary this treatment if the Committee determines there is an
equitable substitution or replacement award in connection with a
Change in Control.



	 	 	 	 	 
	SAR Expiration	 	You cannot exercise the SAR after it has expired. The SAR will expire no later
	 	 	than the close of business on the Term Expiration Date. Unexercisable portions
	 	 	of the SAR expire immediately when you cease to be employed (unless you are
	 	 	concurrently remaining or becoming a member of the Board). Exercisable
	 	 	portions of the SAR remain exercisable until the first to occur of the
	 	 	following, each as defined further in the Plan or the Grant Agreement, and then
	
 
	 	immediately expire:
	 	

	
 
	 	•
	 	Immediately upon termination of employment for Cause







	 	•	 	The 30th day after your employment (or
directorship) ends if you resign other than on Retirement






	 	•	 	The 90th day after your employment (or
directorship) ends if the Company terminates your employment
without Cause (even if then eligible for Retirement, except as
the Committee otherwise provides)






	 	•	 	For death, Disability, or Retirement, the first
anniversary of the date employment ends






	 	•	 	The Term Expiration Date






If you die during the 30 or 90 day period after your employment ends (on a
termination without Cause or a resignation), the period for exercise will be
extended until the first anniversary of the date your employment ended,
subject to the Term Expiration Date.




The Committee can override the expiration provisions of this Grant
Agreement.



	 	 	 
	Method of

Exercise

	 	Subject to this Grant Agreement and the Plan, you may exercise the SAR only by

providing a written notice (or notice through another previously approved method, which could include a web-based or

voice- or e-mail system) to the Secretary of the Company or to whomever the Committee designates, received on or

before the date the SAR expires. Each such notice must satisfy whatever then-current procedures apply to that SAR and

must contain such representations (statements from you about your situation) as the Company requires.
	Withholding

	 	The Company will reduce the cash to be issued to you in connection with any exercise of the SAR by an amount that

would equal all taxes (for example, in the U.S., Federal, state, and local taxes) required to be withheld (at their

minimum withholding levels). If a fractional share remains after the required withholding, the Company will pay you

the value of the fraction in cash.
	Compliance

with Law

	 	You may not exercise the SAR if such exercise would violate any applicable

Federal or state securities laws or other laws or regulations.
	Additional

Conditions

	 	The Company may postpone any exercise for so long as the Company

determines to be advisable to satisfy the following:
	to Exercise

	 	








its completing or amending any securities registration or its or your
satisfying any exemption from registration under any Federal or state
law, rule, or regulation;




its receiving proof it considers satisfactory that a person seeking
to exercise the SAR after your death is entitled to do so;




your complying with any requests for representations under the Plan;
and




your complying with any Federal, state, or local tax withholding
obligations.



	 	 	 
	No Effect on

Employment

or Other

Relationship

	 	Nothing in this Grant Agreement restricts the Company’s rights or those of any of its

affiliates to terminate your employment or other relationship at any time and for

any or no reason. The termination of employment or other relationship, whether

by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has

the consequences provided for under the Plan and any applicable employment or severance agreement or plan.
	No Effect on

Running Business

	 	You understand and agree that the existence of the SAR will not affect in any

way the right or power of the Company or its stockholders to make or authorize any adjustments,

recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or

any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock,

with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the

rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part

of its assets or business, or any other corporate act or proceeding, whether or not of a similar character

to those described above.
	Governing Law

	 	The laws of the State of Delaware will govern all matters relating to the SAR, without regard to the

principles of conflict of laws.
	Notices

	 	Any notice you give to the Company must follow the procedures then in effect. If no other procedures apply,

you must send your notice in writing by hand or by mail to the office of the Company’s Secretary (or to the

Chair of the Committee if you are then serving as the sole Secretary). If mailed, you should address it to

the Company’s Secretary (or the Chair of the Committee) at the Company’s then corporate headquarters, unless

the Company directs recipients to send notices to another corporate department or to a third party

administrator or specifies another method of transmitting notice. The Company and the Committee will

address any notices to you using its standard electronic communications methods or at your office or home

address as reflected on the Company’s personnel or other business records. You and the Company may change

the address for notice by like notice to the other, and the Company can also change the address for notice

by general announcements to recipients.
	Amendment

	 	Subject to any required action by the Board or the stockholders of the Company, the Company may cancel the

SAR and provide a new Award in its place, provided that the Award so replaced will satisfy all of the

requirements of the Plan as of the date such new Award is made and no such action will adversely affect the

SAR to the extent then exercisable.
	US1DOCS 6817497v1

Plan Governs

	 	

Wherever a conflict may arise between the terms of this Grant Agreement and the terms of the Plan, the terms

of the Plan will control. The Committee may adjust the number of SAR Shares and the Base Price and other

terms of the SAR from time to time as the Plan provides.







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