EX-10.1






III.D.1 Grant




October 1, 2008



Brad Singer



Dear Brad:



Congratulations, you have been given a stock option grant in recognition of your contributions to
the success of Discovery Communications, Inc. (the “Company”) and in satisfaction of Section
III.D.1 of your employment agreement with Discovery Communications, LLC dated as June 11, 2008. A
stock option grant gives you the right to purchase a specific number of shares of the Company’s
Series A common stock at a fixed price, assuming that you satisfy 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 option grant under the Discovery Communications, Inc. 2005
Incentive Plan (As Amended and Restated) (the “Plan”), the Plan under which the Company now makes
equity grants after the transactions that closed on September 17, 2008. The Company’s general
program to offer equity and equity-type awards to eligible employees is referred to as the
Performance Equity Program (“PEP”). The following represents a brief description of your grant.
You will receive additional details regarding your stock option grant within the next several weeks
including a Nonqualified Stock Option Grant Agreement (the “Grant Agreement”) and a copy of the
Plan; responses to frequently asked questions are attached.



Stock Option Grant Summary:



	 	 	 	 	 
	Date of Grant	 	October 1, 2008
	Option Shares	 	281,173
	Grant Price per Share	 	$17.72
	 	 	25% of the Option Shares beginning on July 15, 2009 and
	 	 	an additional 25% of the Option Shares beginning on
	Exercisability
	 	each subsequent July 15.
	 
	 	 	 	 
	Term Expiration Date
	 	October 1, 2015
	 
	 	 	 	 







	•	 	You have been granted a nonqualified stock option to purchase shares of Discovery
Communications, Inc. Series A Common Stock. The total number of shares under your grant is in
the chart above under “Option Shares” and the price per share is under “Grant Price per
Share.”






	•	 	The potential value of your stock option grant 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 stock option (actually purchase the shares) until it becomes
exercisable. Your stock option becomes exercisable in four annual 25% increments as shown in
the chart above, 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 stock option and purchase the stock is your
decision, and you have until the stock option expires (which will be no later than the seventh
anniversary of the Date of Grant, October 1, 2015, but can end earlier in various situations)
to make that decision.






	•	 	Once you have purchased the stock, you will own the stock and may decide whether to hold
the stock, sell the stock or give the stock to someone as a gift.






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






	•	 	Your ability to purchase shares through the exercise of a stock option is conditioned upon
compliance with any local laws that apply to you.





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

Nonqualified Stock Option Grant Agreement for Employees




Discovery Communications, Inc. (the “Company”) has granted you an option (the “Option”)
under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the
“Plan”), 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 Option
lets you purchase a specified number (the “Option Shares”) of shares of the Company’s Series A
common stock, at a specified price per share (the “Grant Price”).



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



The Option 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 Option 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, 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 Option, the value of the Company’s stock or of this
Option, or the Company’s prospects. The Company is not providing any advice regarding tax
consequences to you or regarding your decisions regarding the Option; you agree to rely only upon
your own personal advisors.



No one may sell, transfer, or distribute the Option or the securities that may be purchased
upon exercising the Option 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:



	 	 	 
	Option

Exercisability

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

may exercise any exercisable portions of the Option (and buy the Option Shares) under the timing rules of this

section.







The Option 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 Option is fully exercisable, the
Option shall 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 Option 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.



	 	 	 	 	 
	Option Expiration	 	You cannot exercise the Option after it has expired. The Option will expire no
	 	 	later than the close of business on the Term Expiration Date. Unexercisable
	 	 	portions of the Option expire immediately when you cease to be employed (unless
	 	 	you are concurrently remaining or becoming a member of the Board). Exercisable
	 	 	portions of the Option 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 and

Payment for

Shares

	 	Subject to this Grant Agreement and the Plan, you may exercise the Option 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 Option expires.

Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such

representations (statements from you about your situation) as the Company requires. You must, at the same time, pay

the Grant Price using one or more of the following methods:







	 	 	 	Cash/Check cash or check in the amount of the Grant Price payable to the order of the
Company; or






	 	 	 	Cashless an approved cashless exercise method, including directing the Company






	 	 	 	Exercise to send the stock certificates (or other acceptable evidence of ownership) to be
issued under the Option to a licensed broker acceptable to the Company as your agent in
exchange for the broker’s tendering to the Company cash (or acceptable cash
equivalents) equal to the Grant Price and, if you so elect, any required tax
withholdings.






The Committee can approve additional payment methods, including use
of a fully or partially recourse promissory note, subject to any
prohibitions of applicable law.



	 	 	 
	Withholding

	 	Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other

required withholdings (for example, in the U.S., Federal, state, and local taxes). The Company may take any action

permitted under Section 11.9 of the Plan to satisfy such obligation, including, if the Committee so determines,

satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any

exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise)

that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of

the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii)

taking any other action under Section 11.9. If a fractional share remains after deduction for required withholding,

the Company will pay you the value of the fraction in cash.
	Compliance

with Law

	 	You may not exercise the Option if the Company’s issuing stock upon such

exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell

or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not

use the Cashless Exercise methods if the Company’s insider trading policy then prohibits you from selling to the

market.
	Additional

Conditions

	 	The Company may postpone issuing and delivering any Option Shares for so

long as the Company determines to be advisable to satisfy the following:
	to Exercise

	 	








its completing or amending any securities registration or
qualification of the Option Shares 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 Option 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.



	 	 	 
	Additional

Representations

from You

	 	If you exercise the Option at a time when the Company does not have a current

registration statement (generally on Form S-8) under the Securities Act of 1933

(the “Act”) that covers issuances of shares to you, you must comply with the following before the Company

will issue the Option Shares to you. You must —







represent to the Company, in a manner satisfactory to the Company’s
counsel, that you are acquiring the Option Shares for your own
account and not with a view to reselling or distributing the Option
Shares; and




agree that you will not sell, transfer, or otherwise dispose of the
Option Shares unless:




a registration statement under the Act is effective at the
time of disposition with respect to the Option Shares you
propose to sell, transfer, or otherwise dispose of; or




the Company has received an opinion of counsel or other
information and representations it considers satisfactory to
the effect that, because of Rule 144 under the Act or
otherwise, no registration under the Act is required.



	 	 	 
	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.
	Not a StockholderYou understand and agree that the Company will not consider you a stockholder for any purpose with respect to any

	of the Option Shares until you have exercised the Option, paid for the shares, and received evidence of ownership.

	No Effect on

	 	You understand and agree that the existence of the Option will not affect in any
	Running Businessway 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 Option, 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 optionees 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 optionees.
	Amendment

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

cancel the Option 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 Option to the extent then exercisable.
	US1DOCS 6835877v1

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 Option Shares and the Grant

Price and other terms of the Option from time to time as the Plan provides.







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