exv10wcc



 





Exhibit 10 (cc)




Form of Agreement




THE WALT DISNEY COMPANY




Performance-Based

Stock Unit Award




     AWARD AGREEMENT, dated as of           , between The Walt Disney
Company, a Delaware corporation (“Disney”), and            (the
“Participant”). This Award is granted by the Compensation Committee of the
Disney Board of Directors (the “Committee”) pursuant to the terms of the 2002
Executive Performance Plan (the “Plan”), and pursuant to the terms of the
Amended and Restated 1995 Stock Incentive Plan (the “Stock Plan”). The
applicable terms of the Plan and the Stock Plan are incorporated herein by
reference, including the definitions of terms contained therein.



     Stock Unit Award. Disney hereby grants to the Participant, on the terms
and conditions set forth herein, an Award of            “Stock Units.” The Stock
Units are notional units of measurement denominated in Shares of Disney (i.e.
one Stock Unit is equivalent in value to one Share, subject to the terms
hereof). The Stock Units represent an unfunded, unsecured obligation of
Disney.



     Vesting Requirements. The vesting of this Award (other than pursuant to
accelerated vesting in certain circumstances as provided in Section 3 below)
shall be subject to the satisfaction of the conditions set forth in both
subsection A and subsection B of this Section 2:




A. Performance Vesting Requirement. The Award shall be subject to
performance vesting requirements in two installments, each of
which shall relate to 50% of the total number of Stock Units
granted hereunder, based upon the achievement of the Performance
Targets applicable to the Performance Periods specified below,
subject to certification of achievement of such Performance
Targets by the Committee pursuant to Section 4.8 of the Plan (and
to compliance with subsection B of this Section 2). The
respective Performance Targets (and the Business Criteria to which
they relate) shall be established by the Committee not later than
90 days following the beginning of each Performance Period. If
the Performance Target for a Performance Period is not satisfied,
the applicable portion of the Award shall be immediately
forfeited. The Performance Periods for the Stock Units granted
hereunder shall be as follows:



	 	 	 
	Performance Period
	 	Stock Units

	Fiscal 200__ and 200__
	 	[number of units]
	(October 1, 200__ — September 30, 200__)
	 	 
	Fiscal 200__ and 200__
	 	[number of units]
	(October 1, 200__ — September 30, 200__)
	 	 








 









 








B. Service Vesting Requirement. In addition to the performance
vesting requirement of subsection A of this Section 2, the right
of the Participant to receive payment of this Award shall become
vested only if he or she remains continuously employed by Disney
or an Affiliate from the date hereof until the last day of the
month in which the Committee certifies in writing that the
Performance Target has been satisfied for the applicable
Performance Period prior to such date. If this service vesting
requirement is not satisfied, this Award (or the remaining
unvested portion thereof) shall be immediately forfeited and shall
not become payable.


All Stock Units for which all of the requirements of this Section 2 have been
satisfied shall become vested and shall thereafter be payable in accordance
with Section 4 hereof.



     Section 3. Accelerated Vesting. Notwithstanding the terms and conditions
of Section 2 hereof, 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.



     Section 4. Dividend Equivalents. Any dividends paid in cash on Shares of
Disney will be credited to the Participant as additional Stock Units as if the
Stock Units previously held by the Participant were outstanding Shares, as
follows: Such credit shall be made in whole and/or fractional Stock Units and
shall be based on the fair market value (as defined in the Stock Plan) of the
Shares on the date of payment of such dividend. All such additional Stock
Units shall be subject to the same vesting requirements applicable to the
previously held 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 Stock Units shall be made
within 30 days following the date specified in Section 2.B. hereof, provided
that all of the applicable vesting requirements under Section 2 hereof shall
have been satisfied for the applicable Performance Period1 (or within 30 days
following acceleration of vesting, if applicable). The Stock Units shall be
paid in cash or in Shares (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 withholding taxes in the
amount determined by the Committee, provided that such amount shall not exceed
the Participant’s estimated federal, state and local tax obligation with
respect to payment of the Award.



     Section 6. Restrictions on Transfer. Neither this Stock Unit Award nor
any 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 and as provided in Section 6 of the
Plan. The Stock Units constitute Restricted Units as defined in Section 2.2 of
the Plan.









	1	 	By way of example only, if the Performance Target for the period October 1,
200   through September 30, 200   is achieved, and the Committee certifies that
such Performance Target has been met on November 21, 200   , the Award will be
paid on or before December 30, 200   (subject to
the Participant’s continued
employment by Disney or an Affiliate through November 30, 200   ).





2









 







     Section 7. No Voting Rights. The 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.



     Section 8. Award Subject to Plans. This Stock Unit Award is subject to
the terms of the Plan and the Stock Plan, the terms and provisions of which are
hereby incorporated by reference. In the event of a conflict or ambiguity
between any term or provision contained herein and a term or provision of the
Plan or the Stock Plan, the Plan or the Stock Plan (as applicable) will govern
and prevail.



     Section 9. Changes in Capitalization. The 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
	

	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	Title:	 	 
	 

	 	 	 	 
	 	 
	 
	 	PARTICIPANT
	

	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	 
	 	(Signature of Participant)








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