exv10wbb



 





Exhibit 10 (bb)




Form of Agreement




THE WALT DISNEY COMPANY




Restricted Stock Unit Award Agreement (Bonus-Related)



This AWARD AGREEMENT (the “Agreement”) is between            (“Participant”)
and The Walt Disney Company (“Disney”), in connection with the Restricted Stock
Unit award granted to Participant on           , by the Compensation
Committee of the Board of Directors (the “Committee”) of Disney pursuant to the
terms of the 2002 Executive Performance Plan (the “Plan”) and the Amended and
Restated 1995 Stock Incentive Plan (the “Stock Plan”). (The Plan and the Stock
Plan are collectively referred to herein as the “Plans.”) The applicable terms
of the Plans are incorporated herein by reference, including the definitions of
terms contained in the Plans.


Section 1. Restricted Award. Disney hereby grants to the Participant, on the
terms and conditions set forth herein, an Award of            “Restricted
Stock Units.” These Restricted Stock Units represent [a portion] [all] of the
annual bonus awarded to Participant for fiscal year            pursuant to
Section 5 of the Plan. The Restricted Stock Units are notional units of
measurement denominated in shares of Common Stock (i.e., one Restricted Stock
Unit is equivalent in value to one share of Common Stock, subject to the terms
hereof). The Restricted Stock Units represent an unfunded, unsecured deferred
compensation obligation of Disney.


Section 2. Vesting Requirement. The Award shall become vested in two
installments as to an equal number of Restricted Stock Units on each of
           and            (each, a “Vesting Date”), provided the Participant
remains continuously employed by Disney or an Affiliate from the date hereof
until such Vesting Date. If this service requirement is not satisfied, the
Award (or remaining unvested portion thereof) shall be immediately forfeited.
All Restricted Stock Units as to which the vesting requirement of this Section
2 have been satisfied shall be payable in accordance with Section 5 hereof.


Section 3. Accelerated Vesting. Notwithstanding the foregoing, upon the
Participant’s death or disability (within the meaning of Section 409A of the
Internal Revenue Code), or upon the occurrence of a Triggering Event within the
12-month period following a Change in Control (in accordance with Section 11 of
the Stock Plan as in effect on the date hereof), this Award shall become fully
vested and shall be payable in accordance with Section 5 hereof to the extent
that it has not previously been forfeited. In addition, in the event of a
termination of any Participant’s employment by Disney (or an Affiliate) in
breach of any material provision of any employment agreement of Participant
(i.e., without “good cause”) or by Participant pursuant to any provision of his
or her employment agreement conferring upon Participant the right of early
termination of employment as a result of the failure of Disney (or an
Affiliate) to comply with any provision of Participant’s employment agreement
(i.e., for “good reason”), or if Participant shall not be subject to an
employment agreement with the Disney (or an Affiliate) and the employment of
Participant shall be terminated in a manner that does not constitute “good
cause” as such term is interpreted by the courts of the state in which
Participant is employed, then this Award shall become immediately and fully
vested and payable to Participant.


Section 4. Dividend Equivalents. Any dividend paid in cash on shares of the
Common Stock of Disney will be credited to the Participant as additional
Restricted Stock Units as if the Restricted Stock Units previously held by the
Participant were outstanding shares of Common Stock of Disney, as follows:
Such credit shall be made in whole and/or fractional Restricted Stock Units and
shall be, based on the fair market value (as defined in the Plan) of the shares of Common Stock of Disney on the
date of payment of any such dividend. All such additional Restricted Stock
Units shall be subject to the same vesting requirements applicable to the
previously held Restricted Stock Units in respect of which they were credited
and shall be payable in accordance with Section 5 hereof.


 









 







Section 5. Payment of Award. Payment of vested Restricted Stock Units shall be
made within 30 days following the satisfaction of the vesting requirement under
Section 2 hereof for each respective Vesting Date (or following accelerated
vesting under Section 3 hereof). The Restricted Stock Units shall be paid in
cash or in shares of Common Stock (or some combination thereof), as determined
by the Committee in its discretion at the time of payment, and in either case
shall be paid to the Participant after deduction of applicable minimum
statutory withholding taxes as determined by Disney.


Section 6. Restrictions on Transfer. Neither this Restricted Stock Unit Award
nor any Restricted Stock Units covered hereby may be sold, assigned,
transferred, encumbered, hypothecated or pledged by the Participant, other than
to Disney as a result of forfeiture of the units as provided herein.


Section 7. No Voting Rights. The Restricted Stock Units granted pursuant to
this Award, whether or not vested, will not confer any voting rights upon the
Participant, unless and until the Award is paid in shares of Common Stock.


Section 8. Award Subject to the Plans. This Award is subject to the terms of
the Plans. In the event of a conflict or ambiguity between any term or
provision contained herein and a term or provision of the Plans, the Plans will
govern and prevail. The Restricted Stock Units constitute “phantom stock” for
purposes of the Stock Plan.


Section 9. Changes in Capitalization. The Restricted Stock Units under this
Award shall be subject to the provisions of the Stock Plan relating to
adjustments for changes in corporate capitalization.


Section 10. No Right of Employment. Nothing in this Award Agreement shall
confer upon the Participant any right to continue as an employee of Disney or
an Affiliate nor interfere in any way with the right of Disney or an Affiliate
to terminate the Participant’s employment at any time or to change the terms
and conditions of such employment.


Section 11. Governing Law. This Award Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to the choice of law principles thereof.



	 	 	 	 	 	 	 
	THE WALT DISNEY COMPANY	 	PARTICIPANT
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	
 
	 	 	 	
 
	 
	 	 	 	(Signature of Participant)







2