EX-10.8






Discovery Communications, LLC




Discovery Appreciation Plan




(Amended and Restated Effective as of August 17, 2007)




Amendments Adopted in September 2008 Reflected in Document




Section 1. Purpose.



The purpose of the Plan is to provide financial incentives and rewards to key executive and
managerial employees of the Company and its Subsidiaries. The Plan also provides a means to
attract and retain the executive and managerial talent needed to achieve the Company’s long-term
growth and profitability objectives.



Section 2. Definitions.



When used herein, the following terms shall have the following meanings:



“Account” shall mean the unfunded, bookkeeping account maintained to record the vested
and unvested Appreciation Units awarded to each Participant under the Plan.



“Additional Amount” shall mean the additional 25% Unit Benefit amount described in
Section 7.3(a)(iii) hereof.



“Affiliate” shall mean any person directly or indirectly controlling or controlled by
any shareholder of the Company, or any person under direct or indirect common control with any
shareholder of the Company.



“Appreciation Period” shall mean the period beginning on the Grant Effective Date and
ending (i) on the Regular Maturity Date or (ii) in the circumstances described in Section 7.3, on
the applicable Early Termination Date.



“Appreciation Unit” shall mean the right to receive, in accordance with the provisions
of the Plan, a payment based on the appreciation, if any, in the value of DCI during the relevant
Appreciation Period.



“Award” shall mean the grant of a number of Appreciation Units which are allocated to
a Participant’s Account in accordance with the provisions of the Plan.



“Beginning Unit Value” shall mean the value per Appreciation Unit as of the Grant
Effective Date. Subject to Section 3.3, the Beginning Unit Value as of October 1, 2005 and each
Grant Effective Date thereafter shall be determined as the product of: (A) the average closing
price of a single Class A share of DHC (trading on the Nasdaq National Market under the symbol
“DISCA”) for the ten (10) trading days preceding and including the Grant Effective Date and the ten
(10) trading days following the Grant Effective Date, such closing prices as according to the Wall
Street Journal or a comparable successor publication in the United States as of such dates,
multiplied by (B) one hundred ten percent.



Effective September 17, 2008, solely for Appreciation Units with a Grant Effective Date of
September 15, 2008, the Plan’s definition of “Beginning Unit Value” shall be as follows:



“Beginning Unit Value” shall mean the value per Appreciation Unit as of the Grant
Effective Date. Subject to Section 3.3, the Beginning Unit Value for Appreciation Units with a
Grant Effective Date of September 15, 2008 shall be determined as the product of: (A) the average
closing price of a single Class A share of DHC (trading on the Nasdaq National Market under the
symbol “DISCA”) for the twelve (12) trading days beginning on and including September 2, 2008, and
through and including September 17, 2008, such closing prices as according to the Wall Street
Journal or a comparable successor publication in the United States as of such dates, multiplied by
(B) one hundred ten percent.



For Appreciation Units with a Grant Effective Date that is on or after September 18, 2008, the
Plan’s definition of “Beginning Unit Value” set forth in Section 2 of the Plan shall be as
follows:



“Beginning Unit Value” shall mean the value per Appreciation Unit as of the Grant
Effective Date. Subject to Section 3.3, the Beginning Unit Value as of September 18, 2008 and each
Grant Effective Date thereafter shall be the average closing price of a single Class A share of DCI
(trading on the Nasdaq National Market under the symbol “DISCA”) for the ten (10) trading days
preceding and including the Grant Effective Date and the ten (10) trading days following the Grant
Effective Date, such closing prices as according to the Wall Street Journal or a comparable
successor publication in the United States as of such dates.



“Beneficiary” shall mean any person designated in accordance with Section 13.1 to
receive the amount, if any, payable under the Plan in the event of the death of a Participant.



“Cause” shall mean the commission of any of the following acts: (i) disorderly
conduct; (ii) reporting to work under the influence of alcohol or illegal drugs, or abuse of
alcohol or use of illegal drugs on Company premises or while on Company business, or use outside of
the Company premises which impairs the employee’s ability to perform his or her work;
(iii) committing or attempting to commit deliberate damage to Company property, misuse of Company
property, advocating or taking part in seizure or theft of, or trespassing on, Company property;
(iv) failing to observe established safety rules or participating in activities which would
endanger the safety of others or damage the property or inventory of the Company; (v) dishonesty or
any act reflecting negatively on the good reputation of the Company; (vi) obtaining employment on
the basis of false or misleading information; (vii) falsifying time sheets, attendance or other
Company records; (viii) being absent from work without proper authority; or (ix) consistent with
the general policies and practices of the Company, such other acts as may be determined by the
Company in its sole discretion.



“Change in Control” shall mean



(i) (x) the merger, consolidation or reorganization of the Company with any other company (or
the issuance by the Company of its voting securities as consideration in a merger, consolidation or
reorganization of a Subsidiary with any other company) other than such a merger, consolidation or
reorganization which would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the other entity) at least fifty percent of the combined voting power of the
voting securities of the Company or such other entity outstanding immediately after such merger,
consolidation or reorganization; (y) the approval by the shareholders of the Company of a plan of
complete liquidation of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Company’s assets, other than any such sale or disposition to an
entity at least fifty percent of the combined voting power of the voting securities of which is
owned immediately after the sale or disposition by DCI; or (z) any sale, transfer or issuance of
voting securities of the Company (including any series of related transactions) as a result of
which DCI shall cease to hold, in the aggregate, directly or indirectly, at least fifty percent of
the voting power of the voting securities of the Company. Effective September 25, 2008, solely for
Appreciation Units with a Grant Effective Date after September 25, 2008, any such transaction must
close to qualify as a Change in Control; and



(ii) if not already covered by the foregoing, any “Approved Transaction,” “Board Change,” or
“Control Purchase” (each as defined in the Discovery Communications, Inc. 2005 Incentive Plan with
respect to DCI) provided that (a) any Approved Transaction must close to qualify as an Approved
Transaction, and (b) this subsection (ii) shall not apply to any individual who is classified as a
Discovery Named Executive Officer (x) as of September 25, 2008, or (y) at the time this subsection
would otherwise result in a vesting event under Section 5.3. Notwithstanding the foregoing, if the
Compensation Committee makes an adjustment under Section 3.3 following an Approved Transaction and
determines that the Approved Transaction should not constitute a Change in Control because of the
equitable and appropriate nature of the adjustment, the Compensation Committee may in its
discretion determine that an Approved Transaction shall not qualify as a Change in Control.



“Company” shall mean Discovery Communications, LLC



“Compensation Committee” shall mean the Compensation Committee of DCI.



“Competitor” shall mean any entity in the media or consumer products industries that
is in competition with one or more of the businesses of the Company and its Subsidiaries as so
determined by the Company from time to time in its sole discretion.



“DCI” shall mean Discovery Communications, Inc., a Delaware corporation whose common
stock began trading on the Nasdaq Global Select Market on September 18, 2008.



“DHC” shall mean Discovery Holding Company, Inc.



“Disability” and “Disabled” shall mean 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 Company, as defined pursuant to Section 409A.



“Early Termination Date” shall mean a date determined in accordance with Section 7.3
hereof.



“EIP” shall mean the Discovery Communications, Inc. Executive Incentive Plan, as the
same may hereafter be amended from time to time.



“EIP Conversion Units” shall mean unvested units or vested units that have not yet
appreciated, which such units were previously awarded to a Participant under the EIP and which have
been converted to Units under the Plan following such Participant’s election with respect to the
same.



“Employee” shall mean an active and regular employee of the Company or of any
Subsidiary who is not classified as a temporary, seasonal, leased, contingent and/or contracted
worker. For purposes of the Plan and this definition of “Employee,” a “regular employee” of the
Company or of any Subsidiary shall mean a full-time or part-time employee of the Company or any
Subsidiary who: (i) is classified by the Company or any Subsidiary as eligible to receive health
or welfare benefits from the Company or any Subsidiary and (ii) is issued an IRS Form W-2 by the
Company or any Subsidiary for tax reporting purposes. Notwithstanding anything in the Plan to the
contrary, an “Employee” shall not include any individual (i) who is classified as an independent
contractor by the Company or any Subsidiary, (ii) who is provided compensation by or through an
employee leasing or staffing company or other third-party agency or organization, (iii) whose
compensation from the Company or any Subsidiary is not subject to tax withholding or does not
provide a basis upon which employer contributions may be made by the Company or any Subsidiary to
an employee benefit plan, or (iv) who is classified by the Company or any Subsidiary as a leased
employee or contingent worker, in each case during the period the individual is so described in one
or more of clauses (i) through (iv) even if such individual is later retroactively reclassified as
a common-law employee of the Company or of any Subsidiary during all or any portion of such period
pursuant to applicable law or otherwise.



“Ending Unit Value” shall mean the value of a given Unit as of the end of the
applicable Appreciation Period. Subject to Section 3.3, the Ending Unit Value shall be determined
as the product of: (A) the average closing price of a single Class A share of DHC (trading on the
Nasdaq National Market under the symbol “DISCA”) for the ten (10) trading days preceding and
including the last day of the applicable Appreciation Period and the ten (10) trading days
following the last day of the applicable Appreciation Period, such closing prices as according to
the Wall Street Journal or a comparable successor publication in the United States as of such
dates, multiplied by (B) one hundred ten percent.



Effective September 17, 2008, for Appreciation Periods beginning on or before September 17, 2008,
the Plan’s definition of “Ending Unit Value” set forth in Section 2 of the Plan shall be as
follows:



“Ending Unit Value” shall mean the value of a given Unit as of the end of the
applicable Appreciation Period. Subject to Section 3.3, the Ending Unit Value for Appreciation
Periods beginning on or before September 17, 2008, shall be determined as the product of (A)
average closing price of a single Class A share of DCI (trading on the Nasdaq National Market under
the symbol “DISCA”) for the ten (10) trading days preceding and including the last day of the
applicable Appreciation Period and the ten (10) trading days following the last day of the
applicable Appreciation Period, such closing prices as according to the Wall Street Journal or a
comparable successor publication in the United States as of such dates, multiplied by (B) one
hundred ten percent.



For Appreciation Periods beginning on or after September 18, 2008, the Plan’s definition of
“Ending Unit Value” shall be as follows:



“Ending Unit Value” shall mean the value of a given Unit as of the end of the
applicable Appreciation Period. Subject to Section 3.3, the Ending Unit Value for Appreciation
Periods ending on or after September 18, 2008 shall be the average closing price of a single Class
A share of DCI (trading on the Nasdaq National Market under the symbol “DISCA”) for the ten (10)
trading days preceding and including the last day of the applicable Appreciation Period and the ten
(10) trading days following the last day of the applicable Appreciation Period, such closing prices
as according to the Wall Street Journal or a comparable successor publication in the United States
as of such dates.



Effective September 17, 2008, solely for Appreciation Periods ending on September 15, 2008, the
Plan’s definition of “Ending Unit Value” set forth in Section 2 of the Plan shall be as
follows:



“Ending Unit Value” shall mean the value of a given Unit as of the end of the
applicable Appreciation Period. Subject to Section 3.3, the Ending Unit Value for Appreciation
Periods ending on September 15, 2008 shall be determined as the product of: (A) the average
closing price of a single Class A share of DHC (trading on the Nasdaq National Market under the
symbol “DISCA”) for the twelve (12) trading days beginning on and including September 2, 2008, and
through and including September 17, 2008, such closing prices as according to the Wall Street
Journal or a comparable successor publication in the United States as of such dates, multiplied by
(B) one hundred ten percent.



“Full-Time Employee” shall mean an Employee whose regular work schedule (excluding
vacation and sick days to which such employee is entitled under then-applicable Company policy and
excluding overtime and any other non-regularly scheduled work) is at least 40 hours per week.



“General Liability Release” shall mean the General Release in the form annexed hereto
as Attachment A.



“Grant Effective Date” shall mean the date on which a grant of Appreciation Units is
made to a Participant, or such other date (which may, without limitation, be the date on which a
Participant first becomes eligible for an Award hereunder) on which the Compensation Committee or
its delegates in accordance with Section 3.2 shall determine that a grant of Appreciation Units to
a Participant is to be effective. A given Grant Effective Date is a function of Plan
administration subject to the discretion of the Compensation Committee and its delegates.



“Non-Compete Terms” shall mean the terms of a certain covenant not to compete as
provided in accordance with Section 7.3(a)(ii) hereof.



“Part-Time Employee” shall mean an Employee whose regular work schedule (excluding
vacation and sick days to which such employee is entitled under then-applicable Company policy and
excluding overtime and any other non-regularly scheduled work) is less than 40 hours per week (or
such number of hours per week constituting a regular work week at an Employee’s work location, as
determined by the Company).



“Participant” shall mean an Employee who is selected to participate in the Plan as
provided in Section 3.2.



“Plan” shall mean this Discovery Communications, LLC Discovery Appreciation Plan, as
the same may hereafter be amended from time to time.



“Regular Maturity Date” shall have the meaning set forth in Section 6 hereof.



“Retirement” shall mean the Separation From Service by an Employee (other than for
Cause) after such employee’s attainment of age 62 with five years of service with the Company or
any Subsidiary [(with such service credited pursuant to the rules in effect for vesting purposes
under the Company’s 401(k) retirement plan)].



“Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as it may
be amended from time to time.



“Separation From Service” (and variations on the form of the same) shall mean a
separation from service with the Company within the meaning of Section 409A.



“SRP” shall mean the Discovery Communications LLC Supplemental Deferred Compensation
Plan, as the same may hereafter be amended from time to time.



“SRP Election” shall mean, in accordance with Section 3.2(b), an election by a
Participant to transfer to the SRP the Unit Benefits that otherwise would have become payable with
respect to certain designated Appreciation Units as a result of (a) the Participant’s death,
Disability, involuntary (except for Cause) or voluntary (including Retirement) Separation From
Service; or (b) in connection with a Regular Maturity Date.



“Subsidiary” shall mean (i) any corporation, limited liability company, partnership or
other entity a majority of the voting power of which is owned, directly or indirectly, by the
Company and (ii) any other entity in which the Company directly or indirectly holds an interest and
that is designated by the Compensation Committee or its delegates as eligible to have its employees
participate in the Plan.



“Unforeseeable Emergency” shall mean 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 Internal Revenue Code Section 152(a), as the same may 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, as defined pursuant to Section 409A.



“Unit Benefit” shall mean the benefits payable pursuant to Section 7.1 of the Plan
with respect to each vested Appreciation Unit credited to a Participant’s Account, and “Unit
Benefits” shall mean the aggregate benefits payable pursuant to Section 7.1 with respect to all
vested Appreciation Units credited to a Participant’s Account.



Section 3. Administration; Designation of Participants and Grant Elections; Share
Adjustments.



3.1 Administration. The Compensation Committee shall have the general discretionary
responsibility and authority for the administration of the Plan, including the ability to amend or
terminate the Plan. The Compensation Committee shall have the discretionary authority to establish
from time to time policies, procedures and guidelines for the administration of the Plan and the
discretionary authority to construe and interpret the terms of the Plan (including the
discretionary authority to determine eligibility for benefits under the Plan) and any such
policies, procedures and guidelines, and the Compensation Committee may, in its discretion,
delegate such authority to the Chief Executive Officer or to senior management of the Company;
provided, however, that granting of Awards shall be as set forth in Section 3.2(a) hereof, and the
Compensation Committee may not delegate authority to amend or terminate the Plan. Unless otherwise
required by applicable law or regulation, such delegates may also be participants in the Plan;
provided, however, to the extent any determination directly affects the rights or benefits of any
delegate (except with respect to determinations that may affect Plan participants or classes of
Plan participants generally), the delegation shall be deemed to be revoked as to such delegate.
Special rules may be adopted in respect of grants of Awards to Employees based outside the United
States



3.2 Designation of Participants and Grant Elections.



(a) Designation of Participants. Key employees of the Company and its Subsidiaries
shall be eligible to participate in the Plan, provided such individuals are Employees (as defined
in Section 2). The Compensation Committee may, from time to time and in its sole discretion,
select those Employees who shall become Participants in the Plan, and determine the number of
Appreciation Units to be awarded to any such Participant and the terms and conditions that shall
apply to any such Award (which eligibility and other terms and conditions may vary); provided,
however, that effective as of the date hereof, the Compensation Committee shall delegate authority
in respect of this Section 3.2(a) to the Chief Executive Officer until such time as the
Compensation Committee may revoke such delegation. Upon payment of (or appropriate deferral of
payments of) any of a Participant’s Appreciation Units, a replenishment grant may be awarded at the
discretion of the Compensation Committee.



(b) SRP Deferral. If a Participant is eligible to participate in the SRP, such
Participant may elect, pursuant to various SRP Elections, to transfer to the SRP the Unit Benefits
that otherwise would have become payable with respect to certain designated Appreciation Units as a
result of the Participant’s death, Disability, involuntary Separation From Service (other than for
Cause), voluntary Separation From Service (including Retirement), or upon a Regular Maturity Date,
by having the Unit Benefit amount, if any, attributable to such Appreciation Units credited to an
unfunded bookkeeping account maintained on his or her behalf under the SRP, to be valued thereafter
in accordance with the Participant’s elections pursuant to and in accordance with the SRP, and in
accordance with the following terms and conditions.



(i) Such SRP Election shall be made, in such form and manner as may be prescribed by the
Company, before the time of Award. Unless otherwise permitted by the Company in accordance with
Section 409A of the Internal Revenue Code of 1986, as amended, such SRP Election must be filed with
the Company prior to the December 31 of the calendar year preceding the calendar year in which the
Award is made (or, if a service provider is not eligible to participate at such time, not later
than the earlier of (v) thirty (30) calendar days after the date the Participant is first eligible
to participate in the Plan or (w) the date of the Award). For purposes of this Section 3.2(b)(i),
a Participant who terminates employment, and then becomes eligible to participate again will be
treated as a newly eligible Participant only if (x) payment for all of such Participant’s
Appreciation Units previously granted has been made, and on and before the date of the last such
payment, such Participant was not eligible to continue to participate in the Plan for periods after
the last such payment, (y) such Participant was not eligible to participate (other than accrual of
earnings) at any time during the 24-month period ending on the date the employee again becomes
eligible to participate, or (z) as otherwise permitted by the Company in accordance with Section
409A. This Section is intended to comply with Section 409A.



(ii) Such SRP Election may be made with respect to all or a portion of the Appreciation Units
(in such minimum increments as may be determined by the Company).



(iii) Such SRP Election shall be effective commencing upon election and shall be irrevocable.



(iv) In the event of such a deferral election, the Unit Benefits, if any, to be credited to
the SRP with respect to the Appreciation Units for which such deferral election has been made shall
be determined in accordance with Section 7.1. The date such Unit Benefits are credited to the SRP
shall be no later than the date that such Unit Benefits would have become payable under Section
7.2(a) in the absence of such SRP Election.



(v) To the extent an SRP Election is made by a Participant with respect to Appreciation Units
hereunder and an amount of Unit Benefits, if any, is credited to the SRP, such benefit amount shall
be valued thereafter in accordance with the participant’s elections pursuant to, and payable solely
from and in accordance with the terms and conditions of the SRP, and following the crediting of
such Unit Benefits to the SRP no Unit Benefits attributable to such Appreciation Units shall be
valued pursuant to or payable under the Plan, and such Appreciation Units shall be terminated and
canceled under the Plan.



3.3 Share Adjustments. In the event of any Change in Capitalization or Approved
Transaction, an equitable substitution or proportionate adjustment shall be made in the number of
shares of DCI stock underlying Appreciation Units and/or in the value of outstanding Appreciation
Units, in each case as may be determined by the Compensation Committee in its sole discretion. For
purposes of this Section 3.3, “Change in Capitalization” means any increase, reduction, or change
or exchange of shares of DCI for a different number or kind of shares or other securities or
property by reason of a reclassification, recapitalization, merger, consolidation, reorganization,
issuance of warrants or rights, stock dividend, stock split or reverse stock split, combination or
exchange of shares, repurchase of shares, change in corporate structure or otherwise or any other
corporate action, such as a declaration of a special dividend, that affects the capitalization of
DCI.



Section 4. Vesting.



4.1 Vesting Schedule. Except as otherwise provided in Section 5 or as the
Compensation Committee may otherwise determine, a Participant’s interest in the Appreciation Units
awarded to him or her under the Plan shall vest in accordance with the following schedule:



	 	 	 	 	 
	Period of Continuous Employment with	 	 
	the Company Following the Grant	 	 
	Effective Date	 	Cumulative Vested Percentage
	Less than 1 year
	 	 	0	%
	At least 1 year, but less than 2 years
	 	 	25	%
	At least 2 years, but less than 3
years
	 	 	50	%
	At least 3 years, but less than 4
years
	 	 	75	%
	At least 4 years
	 	 	100	%






4.2 Continuous Service; Breaks in Service. Solely for purposes of Section 4.1, and
unless the Compensation Committee otherwise determines in its sole discretion, (a) a Participant’s
period of continuous employment with the Company shall mean continuous service as a Full-Time
Employee and/or Part-Time Employee for the relevant vesting period, provided that any such
continuous service as a Full-Time Employee and/or a Part-Time Employee shall include such service
with any Subsidiary, and (b) a Participant’s period of continuous employment with the Company
following the Grant Effective Date shall mean a period commencing on the day immediately following
the applicable Grant Effective Date, and thus vesting shall occur on the applicable anniversary
dates of the Grant Effective Date (provided, however, if any period of service is disregarded under
Section 5.4 in determining a Participant’s vested interest, then vesting shall occur on the
applicable dates coinciding with the completion of the required period of continuous employment
following the Grant Effective Date). To the extent that the application of the Vested Percentage
specified in Section 4.1 would otherwise result in vesting of fractional Appreciation Units, then
the number of such Appreciation Units that first vest shall be the next higher whole number of
Appreciation Units and the remaining unvested fractional Appreciation Units with respect to such
Award shall be forfeited.



Section 5. Special Vesting Provisions.



5.1 Termination for Cause. If a Participant’s employment with the Company and its
Subsidiaries is terminated for Cause, then, notwithstanding any other provision of the Plan, his or
her interest in (i) any Appreciation Units credited to his or her Account, whether or not then
vested, and (ii) any Unit Benefit transferred to the SRP Plan and earnings thereupon, shall be
forfeited immediately upon the giving of notice of such termination, and no Unit Benefits or
benefits under the SRP Plan arising from or relating to any transferred Unit Benefit shall be
payable with respect to such Participant.



5.2 Certain Terminations. If a Participant voluntarily or involuntarily (other than
for Cause) Separates From Service with the Company and its Subsidiaries other than for death,
Disability or Retirement, any unvested Appreciation Units as of the date such termination is
effective shall be forfeited and any vested Appreciation Units shall be payable in accordance with
Section 7.



5.3 Other Vesting Events. If either (a) a Participant’s employment with the Company
and its Subsidiaries is terminated as a result of his or her death, Disability or Retirement, (b) a
Participant’s employment with the Company and its Subsidiaries is terminated by the Company not for
Cause within twelve months after the date of a Change in Control, or (c) the Plan shall be
terminated as provided in Section 17, then upon the happening of any of such events, any unvested
Appreciation Units credited to the Participant’s Account as of the date of such event (other than
any Appreciation Units that have been forfeited or are otherwise subject to forfeiture under
Section 5.4(a)) shall become one hundred percent (100%) vested.



5.4 Change in Status.



(a) Change in Status from Full-Time Employee to Part-Time Employee. If a Participant
who is a Full-Time Employee becomes a Part-Time Employee, or if the number of hours normally worked
by a Part-Time Employee is reduced but the Participant remains a Part-Time Employee, then (i) as of
the date such change in status is effective, that percentage of any unvested Appreciation Units
that is proportional to the percentage of hours by which such Employee’s regular work schedule was
reduced shall be forfeited, (ii) unvested Appreciation Units not so forfeited shall continue to
vest in accordance with Section 4.1 and the terms and conditions of the Plan as long as such
Participant remains an Employee, and (iii) any vested Appreciation Units shall be payable on the
Regular Maturity Dates in accordance with Section 7 or deferred in accordance with Section 3.2(b).
If any Participant who is subject to the foregoing sentence has unvested Appreciation Units that
vest in more than one tranche, or tranches of vested Appreciation Units to which more than one
Appreciation Period applies, then forfeiture or payment (or deferral into the SRP), as applicable,
shall be made with respect to the applicable proportional amount of each tranche; provided that, if
such forfeiture or payment (or deferral into the SRP) would otherwise result in the forfeiture or
payment (or deferral into the SRP) of fractional Appreciation Units, then to the extent necessary
to prevent the forfeiture or payment (or deferral into the SRP) of fractional Appreciation Units,
in the Company’s discretion, (A) the total number of Appreciation Units to be so forfeited or paid
(or deferred into the SRP) shall be rounded to the next lower whole number of Appreciation Units,
and/or (B) the number of Appreciation Units so forfeited or paid (or deferred into the SRP) shall
be adjusted by rounding the tranche that was or would be the last to vest to the next higher number
and the other fractions of an Appreciation Unit shall be forfeited.



(b) Temporary Change in Status; Leaves of Absence. Notwithstanding any other
provision of this Section 5.4, an Employee who temporarily changes status or takes an authorized
leave of absence (including, without limitation, as a result of a condition which could, with the
passage of time, cause a Participant to become Disabled), in either case for a period generally not
to exceed six months, may, if the Company shall in its sole discretion so consent, have the
provisions of subsection (a) suspended, or shall deem that no Separation from Service has occurred
(to the extent permitted by Section 409A), during the period of such temporary change in status or
leave of absence; provided that, during the period in which such Participant is on such temporary
status: (i) if, but for the provisions of this subsection (b) such Participant would incur a
Separation from Service, then (x) no Appreciation Units shall vest during the period of such
temporary change in status; and (y) for purposes of vesting under Section 4.1, the period of such
temporary change in status shall not be included in calculating the Participant’s period of
continuous employment, but shall not be deemed to be a break in service for purposes of the
continuity of service requirement for vesting, except that authorized leave under the Family and
Medical Leave Act or relevant State statute shall be included in calculating the Participant’s
period of continuous employment; (ii) if, but for the provisions of this subsection (b) such
Participant would be subject to the provisions of subsection (a) of this Section 5.4, then the
provisions of subclauses (x) and (y) of clause (i) of this subsection (b) shall apply, but only
with respect to the applicable percentage of such Participant’s Appreciation Units corresponding to
the reduction in such Participant’s work schedule; (iii) if after six months (or such other period
up to one year as the Company shall in its sole discretion determine) such Participant has not
returned to his or her prior status, then the provisions of subsection (a), or Section 5 relating
to a Separation from Service, as the case may be, shall apply, effective as of the date such
Participant’s change in status first became effective; and (iv) the provisions of this Section 5.4
shall not apply in the case of a Participant who has become Disabled.



5.5 EIP.



(a) EIP Conversion Units. As of the date hereof, EIP Conversion Units have been
converted into Appreciation Units.



(b) Impact on Employment Agreements. If any Participant has entered into an
employment agreement with the Company which employment agreement makes reference to the EIP, it is
understood that this Plan shall take the place of the EIP for purposes of such employment
agreement.



Section 6. Regular Maturity Dates.



6.1 Regular Maturity Date. Except as otherwise provided in Section 7 or Section 6.2,
the Appreciation Units shall be paid out in accordance with Section 7 hereof (or deferred into the
SRP in accordance with Section 3.2(b)) as soon as practicable following the date the Appreciation
Units vest in accordance with Section 4.1 (the “Regular Maturity Date”).



6.2 Certain Appreciation Units Previously Granted. Appreciation Units granted to
Participants hereunder prior to the effective date of this amendment and restatement and that
remain outstanding as of such date that



(i) were EIP Conversion Units originally granted prior to January 1, 2005 shall have a Regular
Maturity Date of October 1, 2007 as to 25% of such Appreciation Units, and a Regular Maturity Date
of October 1, 2008 as to 75% of such Appreciation Units;



(ii) were granted in calendar year 2005 and that vest after at least one year, but less than
two years, of continuous service following the Grant Effective Date in accordance with Section 4.1
(i.e., 25% of such Appreciation Units granted in calendar year 2005) shall have a Regular Maturity
Date of the second anniversary of the Grant Effective Date or if later, the date such Appreciation
Units vest in accordance with Section 4.1;



(iii) were granted in calendar year 2005 and that vest after at least two years, but less than
three years, of continuous service following the Grant Effective Date in accordance with Section
4.1 (i.e., 25% of such Appreciation Units granted in calendar year 2005) shall have a Regular
Maturity Date of the third anniversary of the Grant Effective Date, or if later, the date such
Appreciation Units vest in accordance with Section 4.1;



(iv) were granted in calendar year 2006 and that vest after at least one year, but less than
two years, of continuous service following the Grant Effective Date in accordance with Section 4.1
(i.e., 25% of such Appreciation Units granted in calendar year 2006) shall have a Regular Maturity
Date of the second anniversary of the Grant Effective Date, or if later, the date such Appreciation
Units vest in accordance with Section 4.1; and



(v) were granted to former participants in the EIP who were no longer regular active employees
of the Company due to retirement or disability at the time of such grant shall have a Regular
Maturity Date as set forth in such grant, shall be payable pursuant to Section 7.2(a) hereof, and
shall not be subject to Sections 7.3(a) or 7.3(b).



Section 7. Payment of Benefits.



7.1 Amount of Unit Benefit. Subject to the provisions of this Section 7, a
Participant (or, as applicable, his or her Beneficiary) shall be entitled to receive, with respect
to each vested Appreciation Unit credited to his or her Account, a benefit equal to the
appreciation, if any, in the value of such Appreciation Unit during the applicable Appreciation
Period. The appreciation, if any, in the value of an Appreciation Unit shall be determined in the
following manner: (i) the Ending Unit Value shall be determined; (ii) the Beginning Unit Value
shall be determined; (iii) if the amount described in (i) is greater than the amount described in
(ii), then the amount described in (ii) shall be subtracted from the amount described in (i), with
the calculated amount thereof representing the appreciation in value of the Appreciation Unit and
such amount shall be payable as provided in this Section 7. Notwithstanding anything herein to the
contrary, if the Ending Unit Value for the applicable Appreciation Period does not exceed the
Beginning Unit Value with respect to that Appreciation Period, then the Appreciation Units whose
value is measured with respect to such Appreciation Period will have no value and no Unit Benefits
will be payable with respect to those Appreciation Units.



7.2 Form and Commencement of Unit Benefits.



(a) Payment in Connection with Regular Maturity Dates. Except as provided in Section
7.2(b) (Early Termination), and subject to a Participant’s having made an election in accordance
with Section 3.2(b), and subject further to the Company’s right to pay Unit Benefits in the form of
Company common stock pursuant to Section 7.2(c), the Unit Benefits payable in respect of a
Participant’s vested Appreciation Units shall be paid in the form of a single lump sum cash payment
no later than the regular Company payroll date that is closest in time to the date that is sixty
(60) days following the end of the applicable Appreciation Period.



(b) Early Termination Payment. If an Early Termination Date has occurred under
Section 7.3(a) (Separation From Service), (b) (Death, Disability or Retirement), or
(c) (Unforeseeable Emergency), then the Unit Benefits payable in respect of a Participant’s vested
Appreciation Units shall be determined based on an Appreciation Period ending on the applicable
Early Termination Date and, subject to a Participant’s having made an election in accordance with
Section 3.2(b), shall be paid in the form of a single sum cash payment no later than the regular
Company payroll date that is closest in time to the date that is sixty (60) days following the
applicable Early Termination Date; provided, however, that payment in respect of the following
Appreciation Units shall be subject to Section 7.3(e):



(i) Appreciation Units that were EIP Conversion Units, originally granted prior to 1/1/2004;



(ii) Appreciation Units that were EIP Conversion Units, originally granted in calendar year
2004 and that vest in or prior to calendar year 2007;



(iii) Appreciation Units granted in calendar year 2005 vesting in accordance with Section 4.1
in calendar year 2007 and having a Regular Maturity Date (determined in accordance with Section
6.2) in calendar year 2008;



(iv) Appreciation Units granted in calendar year 2006 vesting in accordance with Section 4.1
in calendar year 2007 and having a Regular Maturity Date (determined in accordance with Section
6.2) in calendar year 2008; and



(v) Appreciation Units granted to a Participant who has the ability to terminate his or her
employment due to Retirement and receive a payment pursuant to this Section 7.2(b) for such
Appreciation Units in a calendar year that is earlier than the calendar year in which the Regular
Maturity Date with respect to such Appreciation Units occurs, whether or not such Participant
elects to so terminate his or her employment.



For the avoidance of doubt, it is acknowledged that in the event of death, Disability, Retirement,
Plan termination, or termination of a Participant’s employment by the Company not for Cause within
twelve months after a Change in Control, any unvested Appreciation Units credited to the
Participant’s Account as of the date of such event (other than any Appreciation Units that have
been forfeited or are otherwise subject to forfeiture under Section 5.4(a)) shall become one
hundred percent (100%) vested in accordance with Section 5.3.



(c) Payment in Form of Common Stock. Following any underwritten initial public
offering of shares of common stock of the Company, the Company shall have the right to pay to a
Participant his or her Unit Benefits under Section 7.2(a) hereof in the form of common stock of the
Company having a fair market value equal to the Unit Benefits. For this purpose, the fair market
value of the Company common stock shall be determined using the average closing price of a share of
such common stock for the ten (10) trading days preceding the applicable payment date, such closing
prices as according to the Wall Street Journal or a comparable successor publication in the United
States.



7.3 Early Termination.



(a) Separation from Service Other than Retirement.



(i) Notwithstanding any provisions of this Section 7 to the contrary, but except as otherwise
provided in Section 7.3(b) (death, Disability or Retirement), if (y) a Participant voluntarily
Separates From Service with the Company and its Subsidiaries, or (z) the Participant is
involuntarily (other than for Cause) Separated From Service with the Company and its Subsidiaries
prior to the applicable Regular Maturity Date, then, with respect to all of such Participant’s
Appreciation Units that vested on or prior to the date of such Separation From Service, but except
as otherwise provided in Section 5.4(c), (I) the date of such Separation From Service shall be the
applicable Early Termination Date and (II) in the case only of the Participant’s voluntary
Separation of Service from the Company and its Subsidiaries other than for Retirement, the amount
of the Unit Benefits payable to such Participant in respect of all vested Appreciation Units shall
be equal to seventy-five percent (75%) of the Unit Benefits otherwise determined in accordance with
the provisions of Section 7.1, provided, however, if the Participant described in subclause (II)
elects to: (1) comply with the General Liability Release and the Non-Compete Terms (as provided in
clause (ii) of this Section 7.3(a)), and (2) execute and deliver to the Company within 45 days
following such separation, pursuant to this Section 7.3(a), and not revoke, the General Liability
Release, then, subject to clauses (iii) and (iv) of this Section 7.3(a), the percentage referred to
in such subclause (II) shall be one hundred percent (100%) in lieu of seventy-five percent (75%).



(ii) For the purpose of increasing the percentage of Unit Benefits payable to a Participant
who voluntarily Separates from Service for the Company and its Subsidiaries from seventy-five
percent (75%) to one hundred percent (100%), the Participant shall not (x) for a period of one year
immediately following the date of the Participant’s voluntary Separation From Service with the
Company and its Subsidiaries, provide services to or otherwise act (in any capacity, including but
not limited to, as an employee, officer, director, partner, manager, member, consultant or advisor)
on behalf of any Competitor or directly solicit any employees of the Company or any of its
Affiliates to leave their employment or indirectly aid in the solicitation of such employees and
(y) at any time following the Participant’s voluntary Separation From Service with the Company and
its Subsidiaries, disparage the Company or any of its Affiliates or make or publish any
communication that reflects adversely upon such entities, including communications concerning the
Company or its Affiliates, as well as their respective current or former shareholders, directors,
officers, employees or agents (collectively, the “Non-Compete Terms”). If a Participant renders or
reasonably expects to render services to or otherwise act on behalf of a Competitor, as provided
above, such Participant shall promptly notify the Company in writing of such fact.



(iii) If a Participant executes and delivers to the Company within 45 days of such separation
pursuant to Section 7.3(a), and does not revoke, the General Liability Release, but fails to comply
with his or her obligations under the General Liability Release or the Non-Compete Terms or
otherwise breaches or threatens to breach the promises and covenants contained therein (either
before or after the execution and delivery of such General Liability Release), the Company shall
have the right to the immediate return, in cash, of the additional twenty-five percent (25%)
referred to in the proviso of clause (i) of this Section 7.3(a) theretofore paid to the Participant
(or, as applicable, his or her Beneficiary) upon the provision of written notice of same by
telecopier, U.S. Mail or delivery service to the last known address of the Participant’s principal
residence on the Company’s books and records. If the Participant (or, as applicable, his or her
Beneficiary) fails to return such amount to the Company within ten (10) days of delivery of notice
by the Company, the Company shall be entitled to pursue all rights and remedies the Company or any
of its affiliates may have at law, in equity or otherwise, including but not limited to injunctive
relief in any court of competent jurisdiction and damages relating to any such breach or threatened
breach.



(iv) If any portion of the Non-Compete Terms is determined by a court of competent
jurisdiction to be invalid, void, unenforceable or to exceed the limitations permitted by
applicable law, the remaining provisions of the Non-Compete Terms shall nevertheless continue in
full force without being impaired or invalidated and the provisions determined to be invalid, void,
unenforceable or to exceed permitted limitations shall be reformed to the maximum limitations
permitted by applicable law.



(b) Death, Disability or Retirement. In the case of a Participant’s Separation From
Service with the Company and its Subsidiaries as a result of his or her death, Disability or
Retirement before the Regular Maturity Date with respect to any Award, the date of such death,
Disability or Retirement shall be the applicable Early Termination Date for all purposes hereunder.



(c) Plan Termination. If the Plan shall be terminated in accordance with Section 17,
then with respect to any Participant who is employed with the Company or a Subsidiary as an
Employee on the date of such termination, (i) the date of such Plan termination shall be the Early
Termination Date; (ii) the Unit Benefits otherwise payable with respect to vested Appreciation
Units (acknowledging that any unvested Appreciation Units credited to the Participant’s Account as
of the date of such Plan termination (other than any Appreciation Units forfeited or subject to
forfeiture under Section 5.4(a)) shall become 100% vested in accordance with Section 5.3) shall be
one hundred and twenty-five percent (125%) of the amount calculated under Section 7.1 and
(iii) such Unit Benefits shall be paid on the Regular Maturity Dates, subject to Participants’ SRP
Elections and Section 7.2(c). Notwithstanding anything in the foregoing to the contrary, in the
event the Plan is terminated but a long-term incentive plan providing comparable benefits to
participants (in the Compensation Committee’s reasonable discretion) is offered in lieu of the
Plan, the 125% amount described in Section 7.3(c)(ii) shall instead be 100%, i.e., the 25% Plan
termination “premium” shall not be paid.



(d) Unforeseeable Emergency. In the event of an Unforeseeable Emergency, a
Participant may request and the Company may make an accelerated payout of that portion of vested
Unit Benefits in 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 hardship.



(e) Specified Employees. Notwithstanding any other provision herein, if the
Participant is a “specified employee”, as defined in, and pursuant to Treas. Reg. Section 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 7.3(e)
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 to the Participant is delayed pursuant to the preceding sentence, all payments 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 to in the prior
sentence, or the date of the Participant’s death, as applicable.



Section 8. Unsecured Creditor Status.



Participants shall have no right, title or interest whatsoever in or to any investments which
the Company may make to aid in meeting its obligations under the Plan. Nothing contained in the
Plan, and no action taken pursuant to its provisions, shall create or be construed to create a
trust of any kind, or a fiduciary relationship between the Company or DCI or any Subsidiary and any
Participant, legal representative or any other person. To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Company. All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund shall be established,
and no segregation of assets shall be made, to assure payment of such amount. Further,
notwithstanding anything herein to the contrary, the Plan constitutes a mere promise of the Company
to make benefit payments in the future and it is the intention of the Company that the Plan be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended.



Section 9. Successors.



The obligations of the Company under the Plan shall be binding upon any successor company and
shall continue to be binding upon the Company notwithstanding any change in ownership of the
Company.



Section 10. Non-Alienation of Benefits; Offset and Counterclaim.



Except insofar as applicable law may otherwise require, (i) no Appreciation Units, rights or
interests of Participants under the Plan shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of
any kind, and any attempt to so alienate, sell, transfer, assign, pledge, attach, charge or
otherwise encumber any such units, rights or interests shall be void; and (ii) to the full extent
permitted by law, the Plan shall in no manner be liable for, or subject to, claims, liens,
attachments or other like proceedings or to the debts, liabilities, contracts, engagements, or
torts of any Participant. Notwithstanding the foregoing or anything elsewhere to the contrary, the
Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations
under, the Plan with respect to a Participant shall be subject to setoff, counterclaim and the
Company’s other rights with respect to any claim the Company may have against such Participant for
any reason; provided that, to the extent required by Section 409A, the setoff shall occur no
earlier than the time any such payment would otherwise occur pursuant to the Plan.



Section 11. No Right to Participation or Employment.



No employee of the Company, any Subsidiary or any other entity controlled by the Company shall
at any time have the right to be selected as a Participant in the Plan or, having been selected as
a Participant and granted an Award, to be granted any additional Award. No Participant shall at
any time have any right to receive payments under the Plan except as provided under Section 7.
Neither the action of the Company in establishing the Plan or any action taken by it or by the
shareholders, the Compensation Committee, any delegate thereof, nor any provision of the Plan, nor
participation in the Plan, shall be construed to (i) give, and shall not give, to any person the
right to be retained in the employ of the Company or any Subsidiary or other entity, (ii) interfere
in any way with the right of the Company or any Subsidiary or other entity to discharge or
terminate any person at any time without regard to the effect such discharge or termination may
have upon such person’s rights, if any, under the Plan, or (iii) cause any Participant to be (or be
deemed to be) a shareholder of the Company.



Section 12. Taxes



The Company may make such provisions and take such actions as it deems necessary or
appropriate for the withholding of all federal, state, local and other taxes required by law to be
withheld with respect to Appreciation Units or payments made under the Plan. In the event the
Company pays Unit Benefits to any Participant in the form of shares of common stock of the Company
pursuant to Section 7.2(c) hereof, the Company may either require such Participant to pay the
amount of any applicable taxes, withhold enough of such payment in shares to pay any such taxes, or
take such other measures as may be necessary for the payment of taxes hereunder.



Section 13. Payments to Persons Other Than Participants.



13.1 Designation and Change of Beneficiary. Each Participant shall file with the
Company, on a form prescribed for such purpose by the Company (or on such other form as the
Company, in its sole discretion, may deem acceptable), a written designation of one or more persons
as the Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan in
the event of his or her death. A Participant may, from time to time, revoke or change his
Beneficiary designation without the consent of any prior Beneficiary by filing a new designation
with the Company. The last such designation received by the Company shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be effective unless received
by the Company prior to the Participant’s death, and in no event shall it be effective as of a date
prior to such receipt. In the case of any election that may be made by a Beneficiary of a
Participant hereunder, such election shall not be valid unless agreed to by all then-designated
Beneficiaries of such Participant. If, and to the extent, an effective written beneficiary
designation has not been made as of the Participant’s death, then any Unit Benefits payable with
respect to the Participant following his or her death shall be paid to, and the Beneficiary for
purposes of the Plan shall be deemed to be, the Participant’s estate.



13.2 Payments to Non-Beneficiaries/Non-Participants. If any person to whom any amount
is payable under the Plan has died or if the Company shall find that such person is unable to care
for his or her affairs because of illness or accident, then any payment due to such person may be
paid to his or her estate, spouse or other relative, an institution maintaining or having custody
of the person, or any other person deemed by the Company to be a proper recipient on behalf of such
person otherwise entitled to payment. Any such payment shall be a complete discharge of the
liability of the Plan, the Compensation Committee, its delegate(s), and the Company therefor.



Section 14. Missing Persons.



If the Company cannot ascertain the whereabouts of any person to whom a payment is due under
the Plan, and if, after two years from the date such payment is due, a notice of such payment due
is mailed to the last known address of such person, as shown on the Company’s records, the Company,
or an entity controlled by the Company, and within three months after such mailing such person has
not made written claim therefor, the Company may direct that such payment and all remaining
payments that are or may become otherwise due to such person be canceled. Upon such cancellation,
the Company shall have no further liability therefor; provided appropriate provision is made to
credit such payments, without interest, if such person subsequently makes a claim therefor.



Section 15. No Liability of Compensation Committee Members and Others.



No member of the Compensation Committee or its delegates, or any officer or employee of the
Company, shall be personally liable by reason of any contract or other instrument executed by such
person on his or her behalf in his or her capacity as a member of the Compensation Committee or as
a delegate, officer or employee, for any mistake of judgment made in good faith, and the Company
shall indemnify and hold harmless each member of the Compensation Committee and each employee and
shareholder of the Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with the Plan unless arising
out of such person’s own fraud or bad faith.



Section 16. Other Plans.



Nothing contained in the Plan is intended to amend, modify or rescind any previously approved
compensation plans, programs or arrangements entered into by the Company or DCI or any Subsidiary
or other entity. The Plan shall be construed to be in addition to any and all such plans, programs
or arrangements, provided it is understood that Participants who have elected to participate in
this Plan are no longer participants in the EIP. No Award of Appreciation Units or payment under
the Plan shall be construed as compensation under any other executive compensation or employee
benefit plan of the Company or DCI or any Subsidiary or other entity, except as specifically
provided in any such plan or as otherwise provided by the Company. In case any provision of any
summary, or prior version, of the Plan shall be inconsistent with the terms set forth herein, the
terms set forth herein, or in any amendment hereof, shall be controlling.



Section 17. Amendment, Suspension or Termination.



The Compensation Committee may, with prospective or retroactive effect, amend or suspend the
Plan or any portion thereof at any time; provided, however, that no amendment or suspension of the
Plan shall adversely affect the rights of any Participant with respect to any vested Awards already
made under the Plan, without his or her written consent. Notwithstanding anything in the foregoing
to the contrary, the Compensation Committee may, with prospective or retroactive effect, (a) amend
or suspend the Plan or any portion thereof at any time for the purpose of rendering the Plan
consistent with applicable law; and/or (b) to the extent permitted by Section 409A, accelerate the
payment of awards under the Plan. The Plan may not be terminated except in compliance with
applicable law.



Section 18. Claims Procedures.



A Participant may notify the Compensation Committee in writing of a claim for benefits under
the Plan. If the claim is denied, the Compensation Committee (or its delegate (in accordance with
the discretionary authority of the Compensation Committee to construe and interpret the terms of
the Plan)) will provide the claimant with written notice specifying the reason for denial and
indicating the Plan provisions on which the denial is based, and explaining what additional
information (if any) the claimant should submit to prove that he or she is entitled to the benefit
claimed. Generally, except as otherwise required by law, notice of denial must be communicated
within 90 days of receipt of the claim, although this period may be extended for up to 90 more days
under special circumstances. If an extension is necessary, the claimant will be notified within the
first 90-day period. If the Compensation Committee (or its delegate) does not provide the claimant
with written notice of its decision regarding the claim, within the applicable time period, the
claim will be deemed denied as of the last day of the applicable claim period.



If the Participant’s initial claim is denied (or deemed denied), the Participant will be given
an explanation of the claims review procedures and at least 60 days to request a review of the
claim. The claimant’s request for a review of the claim denial shall be made to the Compensation
Committee. The claimant is entitled to review pertinent Plan documents and records and to submit
issues and comments in support of the claim in writing. Except as otherwise required by law, the
decision of the Compensation Committee on review will be made and communicated to the claimant in
writing no later than 60 days after receipt of the request for review, unless there are special
circumstances requiring an extension of up to 60 additional days. If an extension is necessary, the
claimant will be notified within the first 60-day period. A Participant must exhaust his or her
rights under the Plan’s claims procedures before the Participant may pursue his or her claim in
court.



Section 19. Captions.



The captions preceding the sections of the Plan have been inserted solely as a matter of
convenience and shall not, in any manner, define or limit the scope or intent of any provisions of
the Plan.



Section 20. Governing Law.



The Plan and all rights thereunder shall be governed by, and construed in accordance with, the
laws of the State of Maryland, without reference to the principles of the conflicts of laws
thereof.



Section 21. Severability.



If any provision of the Plan is held to be void, illegal, unenforceable or otherwise in
conflict with the law governing the Plan, such provision shall be deemed to be restated to reflect
as nearly as possible the original intentions of the parties in accordance with applicable law, and
the other provisions of the Plan shall remain in full force and effect.



	 	 	 
	Section 22.	 	Expenses.
	Section 23.

	 	All expenses of administering the Plan shall be borne by the Company.

Notices.
	
 
	 	 






All notices, requests, demands, claims and other communications required or permitted
hereunder shall be deemed to be duly given only if made in writing and personally delivered, mailed
by first class, certified or registered mail, postage prepaid, or sent by telecopier (if written
confirmation of completed transmission is obtained by the sender) and, unless notified otherwise by
a party, addressed to:




With respect to the Company:



Discovery Communications, Inc.



One Discovery Place



Silver Spring, Maryland 20910



Attn: General Counsel



Facsimile No.: (240) 662-1485



With respect to a Participant (or, as applicable, his or her Beneficiary), such communications
shall be addressed to the Participant’s last known principal residence as provided in the books and
records of the Company. Any such communications shall be effective (i) on the fifth day following
the date of deposit in the mail, postage prepaid, if mailed, (ii) on the day of delivery if sent by
overnight courier, (iii) upon receipt, if delivered by hand, or (iv) on the date the transmission
is completed (as shown by the receipt of a written confirmation of completed transmission), if sent
by telecopier.



	 	 	 
	Section 24.

Section 25.

	 	Section 409A. Notwithstanding any provision of the Plan, to the

extent that any award would be subject to Section 409A, no such

award may be granted if it would fail to comply with the

requirements set forth in Section 409A. To the extent that the

Company determines that the Plan or any award is subject to

Section 409A and fails to comply with the requirements of Section

409A, notwithstanding anything to the contrary contained in the

Plan, the Company reserves the right to amend or terminate the

Plan and/or amend, restructure, terminate or replace the Award in

order to cause the Award to either not be subject to Section 409A

or to comply with the applicable provisions of Section 409A.

Effective Date.
	
 
	 	 






The Plan is effective as of the date first written above.



ATTACHMENT A




GENERAL RELEASE




FOR VALUABLE CONSIDERATION PAID, receipt and sufficiency of which are hereby acknowledged, I,
     , for myself, my heirs, executors, administrators and
assigns, do hereby release, acquit and forever discharge Discovery Communications, LLC
(“Discovery”), its subsidiaries, affiliates and related entities, as well as all of their
respective officers, directors, stockholders, members, partners, agents, employees and
representatives (hereafter collectively, the “Discovery Parties”), from all obligations, claims,
demands, covenants, contracts, promises, agreements, liabilities, controversies, costs, expenses,
attorneys’ fees, actions or causes of action whatsoever, whether known or unknown, I ever had or
now have or claim to have against the Discovery Parties from the beginning of the world to the day
and date hereof, including any claim relating to the termination of my employment with Discovery,
and further including specifically but not exclusively, and without limiting the generality of the
foregoing, any and all claims, demands and causes of action, known or unknown, arising out of any
transaction, act or omission concerning my former employment by Discovery and/or any of its
subsidiaries or affiliates, and all claims of every kind that may arise under any federal, state or
local statutory or common law, including the federal Age Discrimination In Employment Act of 1967,
Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the
Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act,
the Maryland Human Rights Act, as well as any similar state or local statute(s), in each case as
any such law may be amended from time to time; or any action arising in tort or contract. The
foregoing shall, in accordance with applicable law, not prohibit or prevent me from filing a Change
with the United States Equal Employment Opportunity Commission (“EEOC”) and/or any state or local
agency equivalent, and/or prohibit me from participating in any investigation of any Charge filed
by others, except that I understand and agree that I shall not be entitled to seek monetary
compensation for myself from the filing and/or participation in any such Charge.



I hereby acknowledge that my attorney has advised me regarding, and that I am familiar with,
the fact that certain state statutes provide that general releases do not extend to claims that I
do not know or suspect to exist in my favor at the time I execute such a release, which if known by
me may have materially affected my execution of the release. Being aware of such statutes, I
hereby expressly waive and relinquish any rights or benefits I may have under such statutes, as
well as any other state or federal statutes or common law principles of similar effect. I also
hereby specifically and knowingly waive the provisions of Section 1542 of the Civil Code of the
State of California, which reads: A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor. Notwithstanding the
provisions of Civil Code Section 1542 stated above and for the purpose of implementing a full and
complete release and discharge of the Discovery Parties, I expressly acknowledge that this General
Release is intended to include in its effect all claims that I do not know or suspect to exist in
my favor at the time I sign this General Release.



I hereby acknowledge that I am executing this General Release pursuant to Section 7.3(a) of
Discovery’s Discovery Appreciation Plan (the “Plan”), and that certain consideration to be provided
to me pursuant to Section 7.3(a) of the Plan is in addition to what I would have been entitled to
receive in the absence of this General Release. I hereby acknowledge that I am executing this
General Release voluntarily and with full knowledge of all relevant information and any and all
rights I may have. I hereby acknowledge that I have been advised to consult with an independent
attorney of my own choosing in connection with this General Release to explain to me the legal
effect of the terms and conditions of this General Release. I hereby acknowledge that I am
voluntarily and knowingly agreeing to the terms and conditions of this General Release without any
threats, coercion or duress, whether economic or otherwise, and that I agree to be bound by the
terms of this General Release. I acknowledge that I have been given twenty-one (21) days (or 45
days if required by law) to consider this General Release, and that I may execute this General
release prior to the expiration of the twenty-one days that I have to consider this release and
that if I do so it will be without any coercion, threats or duress, and that if I am over the age
of forty (40), I understand that I have seven (7) days following my execution of this General
Release in which to revoke my agreement to comply with this General Release by providing written
notice of revocation to the General Counsel of Discovery no later than one business day following
such period.



I further hereby covenant and agree that this General Release shall be binding in all respects
upon myself, my heirs, executors, administrators, assigns and transferees and all persons claiming
under them, and shall inure to the benefit of all of the officers, directors, agents, employees,
stockholders, members and partners and successors in interest of Discovery, as well as all parents,
subsidiaries, affiliates, related entities and representatives of any of the foregoing persons and
entities.



I understand and agree that in connection with my voluntary termination of employment with
Discovery, I am entitled to receive benefits under Section 7.3(a) of the Plan, subject to the
obligations imposed on and assumed by me, as described in Section 7.3(a) of the Plan, which I have
read, understood, agreed to and complied with. Without limiting the generality of the foregoing, I
hereby certify and agree that (a) during the twelve-month period following my last day of
employment with Discovery and/or its subsidiaries and affiliates, I have not and will not provide
services to or otherwise act (in any capacity, including, but not limited to, as an employee,
officer, director, partner, manager, member, consultant or advisor) on behalf of any Competitor (as
such term is defined in the Plan) of Discovery or directly solicit any employees of Discovery to
leave their employment or indirectly aid in the solicitation of such employees, and (b) at no time
following the termination of my employment with Discovery have I disparaged or will I disparage
Discovery or make or publish any communication that reflects adversely upon such entities,
including communications concerning Discovery, its subsidiaries or affiliates, as well as the
current or former shareholders, directors, officers, employees or agents of any of the foregoing.



I agree that if I render or reasonably expect to render services to or otherwise act on behalf
of a Competitor (as defined in the Plan), I shall promptly notify Discovery in writing of such
fact. I acknowledge and agree that, if I fail to comply with the obligations imposed on and
assumed by me, as described in Section 7.3(a) of the Plan and this General Release, or I otherwise
breach or threaten to breach such promises and covenants, Discovery shall have the right to the
immediate return, in cash, of the additional twenty-five percent (25%) referred to in the proviso
of clause (i) of Section 7.3(a) upon the provision of written notice of same by telecopier, U.S.
Mail or delivery service to me at the last known address of my principal residence on the Company’s
books and records. I acknowledge and agree that if I (or, as applicable, my beneficiary) fail to
return such amount to Discovery within ten (10) days of delivery of notice by Discovery, Discovery
shall be entitled to pursue all rights and remedies Discovery or any of its affiliates may have at
law, in equity or otherwise, including but not limited to injunctive relief in any court of
competent jurisdiction and damages relating to any such breach or threatened breach.



IN WITNESS WHEREOF, I have signed this General Release this      day of



     , 200     .




By:




	 	 	 	Print
Name:





Subscribed and sworn to before me this      day of      , 200     .




     




Notary Public




My Commission Expires