DC10195.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








DISCOVERY COMMUNICATIONS, INC.


RESTRICTED STOCK UNIT GRANT AGREEMENT FOR EMPLOYEES


     Discovery Communications, Inc. (the “Company”) has granted you a restricted stock unit
(the “RSU”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “Plan”). The RSU lets you receive a specified number (the “RSU Shares”) of shares
(“Shares”) of the Company’s Series A common stock upon satisfaction of the conditions to receipt.


     The individualized communication you received (the “Cover Letter”) provides the details
for your RSU. It specifies the number of RSU Shares, the Date of Grant, the schedule for vesting, and the Vesting Date(s).


     The RSU 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 RSU 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.


The Plan document is available on the Fidelity website. The Prospectus for the Plan, the Company’s S-8, 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, vesting of the RSU, the value of the Company's stock or of this RSU, or the Company's prospects. The
Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the RSU; you agree to rely only upon your own personal advisors.


NO ONE MAY SELL, TRANSFER, OR DISTRIBUTE THE RSU OR THE SECURITIES THAT MAY BE RECEIVED UNDER IT 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.











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

	
Vesting Schedule 
		
 		
Your RSU becomes nonforfeitable (“Vested”) as provided in the Cover Letter and 
	
	
 
		
 		
the Grant Agreement assuming you remain employed (or serve as a member of 
	
	
 
		
 		
the Company’s board of directors (“Board”)) until the Vesting Date(s). 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 Board determines 
	
	
 
		
 		
otherwise). 
	
	
 
	
	
 
		
 		
Vesting will accelerate fully on your death or “Disability” (as defined in the Plan). 
	
	
 
		
 		
If your employment is terminated without “Cause” (as defined in the Plan) before 
	
	
 
		
 		
the RSU is fully Vested, the RSU will remain or become Vested on the original 
	
	
 
		
 		
vesting schedule as though you remained working through any Vesting Date(s) 
	
	
 
		
 		
occurring during the 90 days after the date of termination, subject to any 
	
	
 
		
 		
applicable performance conditions. 
	
	
 
	
	
                    Change in 
		
 		
                    Notwithstanding the Plan’s provisions, if an Approved Transaction, 
	
	
                    Control 
		
 		
                    Control Purchase, or Board Change (each a “Change in Control”) 
	
	
 
		
 		
                    occurs before the first anniversary of the Date of Grant, the RSU will only 
	
	
 
		
 		
                    have accelerated Vesting as a result of the Change in Control if (i) within 
	
	
 
		
 		
                    12 months after the Change in Control, the Company terminates your 
	
	
 
		
 		
                    employment other than for Cause and (ii) with respect to any Approved 
	
	
 
		
 		
                    Transaction, the transaction actually closes before the first anniversary. 
	
	
 
		
 		
                    Accelerated Vesting will only accelerate the Distribution Date if and to 
	
	
 
		
 		
                    the extent permitted under Section 409A of the Internal Revenue Code 
	
	
 
		
 		
                    (“Section
409A”). 
	
	
 
	
	
 
		
 		
                    The Board reserves its ability under Section 11.1(b) of the Plan to vary 
	
	
 
		
 		
                    this treatment if the Board determines there is an equitable substitution 
	
	
 
		
 		
                    or replacement award in connection with a Change in Control. 
	
	
 
	
	
Distribution Date 
		
 		
Subject to any overriding provisions in the Plan, you will receive a distribution of 
	
	
 
		
 		
the Shares equivalent to your Vested RSU Shares as soon as practicable 
	
	
 
		
 		
following the date on which you become Vested (with the actual date being the 
	
	
 
		
 		
"Distribution Date”) and, in any event, no later than March 15 of the year 
	
	
 
		
 		
following the calendar year in which the Vesting Date(s) occurred, unless the 
	
	
 
		
 		
Board determines that you may make a timely deferral election to defer 
	
	
 
		
 		
distribution to a later date and you have made such an election (in which case 
	
	
 
		
 		
the deferred date will be the “Distribution Date”). 
	
	
 
	
	
Clawback 
		
 		
If the Company’s Board of Directors or its Compensation Committee (the 
	
	
 
		
 		
“Committee”) determines, in its sole discretion, that you engaged in fraud or 
	
	
 
		
 		
misconduct as a result of which or in connection with which the Company is 
	
	
 
		
 		
required to or decides to restate its financials, the Committee may, in its sole 
	
	
 
		
 		
discretion, impose any or all of the following: 
	
	
 
	
	
 
		
 		
                    Immediate expiration of the RSU, whether vested or not, if granted within 
	
	
 
		
 		
                    the first 12 months after issuance or filing of any financial statement that 
	
	
 
		
 		
                    is being restated (the “Recovery Measurement Period”); and 
	




Page 2










	
 
		
 		
                    Payment or transfer to the Company of the Gain from the RSU, where 
	
	
 
		
 		
                    the “Gain” consists of the greatest of (i) the value of the RSU Shares on 
	
	
 
		
 		
                    the applicable Distribution Date on which you received them within the 
	
	
 
		
 		
                    Recovery Measurement Period, (ii) the value of RSU Shares received 
	
	
 
		
 		
                    during the Recovery Measurement Period, as determined on the date of 
	
	
 
		
 		
                    the request by the Committee to pay or transfer, (iii) the gross (before 
	
	
 
		
 		
                    tax) proceeds you received from any sale of the RSU Shares during the 
	
	
 
		
 		
                    Recovery Measurement Period, and (iv) if transferred without sale during 
	
	
 
		
 		
                    the Recovery Measurement Period, the value of the RSU Shares when 
	
	
 
		
 		
                    so transferred. 
	
	
 
	
	
 
		
 		
This remedy is in addition to any other remedies that the Company may have 
	
	
 
		
 		
available in law or equity. 
	
	
 
	
	
 
		
 		
Payment is due in cash or cash equivalents within 10 days after the Committee 
	
	
 
		
 		
provides notice to you that it is enforcing this clawback. Payment will be 
	
	
 
		
 		
calculated on a gross basis, without reduction for taxes or commissions. The 
	
	
 
		
 		
Company may, but is not required to, accept retransfer of shares in lieu of cash 
	
	
 
		
 		
payments. 
	
	
 
	
	
 
		
 		
By accepting this RSU, you agree that the Clawback
section, as it may be 
	
	
 
		
 		
amended from time to time without your further consent, applies to any RSUs or 
	
	
 
		
 		
other equity compensation grants (with applicable modifications for the type of 
	
	
grant) you receive or received on or after March 15, 2010.
	
	
 
	
	
Restrictions 
		
 		
You may not sell, assign, pledge, encumber, or otherwise transfer any 
	
	
and 
		
 		
interest (“Transfer”) in the RSU Shares until the RSU Shares are distributed to 
	
	
Forfeiture 
		
 		
you. Any attempted Transfer that precedes the Distribution Date is invalid. 
	
	
 
	
	
 
		
 		
Unless the Board determines otherwise or the Grant Agreement provides 
	
	
 
		
 		
otherwise, if your employment or service with the Company terminates for any 
	
	
 
		
 		
reason before your RSU is Vested, then you will forfeit the RSU (and the Shares 
	
	
 
		
 		
to which they relate) to the extent that the RSU does not otherwise vest as a 
	
	
 
		
 		
result of the termination, pursuant to the rules in the Vesting Schedule section. 
	
	
 
		
 		
The forfeited RSU will then immediately revert to the Company. You will receive 
	
	
 
		
 		
no payment for the RSU if you forfeit it. 
	
	
 
	
	
Limited Status 
		
 		
You understand and agree that the Company will not consider you a shareholder 
	
	
 
		
 		
for any purpose with respect to the RSU Shares, unless and until the RSU 
	
	
 
		
 		
Shares have been issued to you on the Distribution Date. You will not receive 
	
	
 
		
 		
dividends with respect to the RSU. 
	
	
 
	
	
Voting 
		
 		
You may not vote the RSU. You may not vote the RSU Shares unless and until 
	
	
 
		
 		
the Shares are distributed to you. 
	
	
 
	
	
Taxes and 
		
 		
The RSU provides tax deferral, meaning that the RSU Shares are not taxable to 
	
	
Withholding 
		
 		
until you actually receive the RSU Shares on or around the Distribution Date. 
	
	
 
		
 		
You will then owe taxes at ordinary income tax rates as of the Distribution Date at 
	
	
 
		
 		
the Shares' value. As an employee of the Company, you may owe FICA and HI 
	
	
 
		
 		
(Social Security and Medicare) taxes before the Distribution Date. 
	
	
 
	
	
 
		
 		
Issuing the Shares under the RSU 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 
	




Page 3










	
 
		
 		
permitted under Section 11.9 of the Plan to satisfy such obligation, including, if 
	
	
 
		
 		
the Board so determines, satisfying the tax obligations by (i) reducing the number 
	
	
 
		
 		
of RSU Shares to be issued to you by that number of RSU Shares (valued at 
	
	
 
		
 		
their Fair Market Value on the date of distribution) 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 sale of the RSU 
	
	
 
		
 		
Shares or directly from you, or (iii) taking any other action under Section 11.9 of 
	
	
 
		
 		
the Plan. If a fractional share remains after deduction for required withholding, 
	
	
the Company will pay you the value of the fraction in cash.
	
	
 
	
	
Compliance 
		
 		
The Company will not issue the RSU Shares if doing so would violate any 
	
	
with Law 
		
 		
applicable Federal or state securities laws or other laws or regulations. You may 
	
	
 
		
 		
not sell or otherwise dispose of the RSU Shares in violation of applicable law. 
	
	
 
	
	
Additional 
		
 		
The Company may postpone issuing and delivering any RSU Shares for so 
	
	
Conditions 
		
 		
long as the Company determines to be advisable to satisfy the following: 
	
	
to Receipt 
		
 		
 
	
	
 
	
	
 
		
 		
                    its completing or amending any securities registration or qualification of 
	
	
 
		
 		
                    the RSU 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 
	
	
 
		
 		
                    receive the RSU Shares 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 
		
 		
If the vesting provisions of the RSU are satisfied and you are entitled to receive 
	
	
Representations 
		
 		
RSU Shares at a time when the Company does not have a current registration 
	
	
from You 
		
 		
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 RSU Shares to you. You must — 
	
	
 
	
	
 
		
 		
                    represent to the Company, in a manner satisfactory to the Company’s 
	
	
 
		
 		
                    counsel, that you are acquiring the RSU Shares for your own account 
	
	
 
		
 		
                    and not with a view to reselling or distributing the RSU Shares; and 
	
	
 
	
	
 
		
 		
                    agree that you will not sell, transfer, or otherwise dispose of the RSU 
	
	
 
		
 		
                    Shares unless: 
	
	
 
	
	
 
		
 		
                                        a registration statement under the Act is
effective at the time of 
	
	
 
		
 		
                                        disposition with respect to the RSU 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. 
	




Page 4










	
No Effect on 
		
 		
Nothing in this Grant Agreement restricts the Company’s rights or those of any of 
	
	
Employment 
		
 		
its affiliates to terminate your employment or other relationship at any time and 
	
	
or Other 
		
 		
for any or no reason. The termination of employment or other relationship, 
	
	
Relationship 
		
 		
whether by the Company or any of its affiliates or otherwise, and regardless of 
	
	
 
		
 		
the reason for such termination, has the consequences provided for under the 
	
	
 
		
 		
Plan and any applicable employment or severance agreement or plan. 
	
	
 
	
	
No Effect on 
		
 		
You understand and agree that the existence of the RSU will not affect in any 
	
	
Running Business 
		
 		
way the right or power of the Company or its stockholders to make or authorize 
	
	
 
		
 		
any adjustments, recapitalizations, reorganizations, or other changes in the 
	
	
 
		
 		
Company’s capital structure or its business, or any merger or consolidation of the 
	
	
 
		
 		
Company, or any issuance of bonds, debentures, preferred or other stock, with 
	
	
 
		
 		
preference ahead of or convertible into, or otherwise affecting the Company’s 
	
	
 
		
 		
common stock or the rights thereof, or the dissolution or liquidation of the 
	
	
 
		
 		
Company, or any sale or transfer of all or any part of its assets or business, or 
	
	
 
		
 		
any other corporate act or proceeding, whether or not of a similar character to 
	
	
 
		
 		
those described above. 
	
	
 
	
	
Section 409A 
		
 		
The RSU is intended to comply with the requirements of Section 409A and must 
	
	
 
		
 		
be construed consistently with that section. Notwithstanding anything in the Plan 
	
	
 
		
 		
or this Grant Agreement to the contrary, if the RSU Vests in connection with your 
	
	
 
		
 		
“separation from service” within the meaning of Section 409A, as determined by 
	
	
 
		
 		
the Company), and if (x) you are then a “specified employee” within the meaning 
	
	
 
		
 		
of Section 409A at the time of such separation from service (as determined by 
	
	
 
		
 		
the Company, by which determination you agree you are bound) and (y) the 
	
	
 
		
 		
distribution of RSU Shares under such accelerated RSU will result in the 
	
	
 
		
 		
imposition of additional tax under Section 409A if distributed to you within the six 
	
	
 
		
 		
month period following your separation from service, then the distribution under 
	
	
 
		
 		
such accelerated RSU will not be made until the earlier of (i) the date six months 
	
	
 
		
 		
and one day following the date of your separation from service or (ii) the 10 th day 
	
	
 
		
 		
after your date of death. Neither the Company nor you shall have the right to 
	
	
 
		
 		
accelerate or defer the delivery of any such RSU Shares or benefits except to the 
	
	
 
		
 		
extent specifically permitted or required by Section 409A. In no event may the 
	
	
 
		
 		
Company or you defer the delivery of the RSU Shares beyond the date specified 
	
	
 
		
 		
in the Distribution Date section, unless such deferral complies in all respects 
	
	
 
		
 		
with Treasury Regulation Section 1.409A-2(b) related to subsequent changes in 
	
	
 
		
 		
the time or form of payment of nonqualified deferred compensation 
	
	
 
		
 		
arrangements, or any successor regulation. In any event, the Company makes 
	
	
 
		
 		
no representations or warranty and shall have no liability to you or any other 
	
	
 
		
 		
person, if any provisions of or distributions under this Grant Agreement are 
	
	
 
		
 		
determined to constitute deferred compensation subject to Section 409A but not 
	
	
 
		
 		
to satisfy the conditions of that section. 
	
	
 
	
	
Unsecured 
		
 		
The RSU creates a contractual obligation on the part of the Company to make 
	
	
Creditor 
		
 		
a distribution of the RSU Shares at the time provided for in this Grant Agreement. 
	
	
 
		
 		
Neither you nor any other party claiming an interest in deferred compensation 
	
	
 
		
 		
hereunder shall have any interest whatsoever in any specific assets of the 
	
	
 
		
 		
Company. Your right to receive distributions hereunder is that of an unsecured 
	
	
 
		
 		
general creditor of Company. 
	
	
 
	
	
Governing Law 
		
 		
The laws of the State of Delaware will govern all matters relating to the RSU, 
	
	
 
		
 		
without regard to the principles of conflict of laws. 
	




Page 5










	
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 Board 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 Board) at the Company’s then 
	
	
 
		
 		
corporate headquarters, unless the Company directs RSU holders to send 
	
	
 
		
 		
notices to another corporate department or to a third party administrator or 
	
	
 
		
 		
specifies another method of transmitting notice. The Company and the Board 
	
	
 
		
 		
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 notice to the other, and the Company can also change the 
	
	
 
		
 		
address for notice by general announcements to RSU holders. 
	
	
 
	
	
Amendment 
		
 		
Subject to any required action by the Board or the stockholders of the Company, 
	
	
 
		
 		
the Company may cancel the RSU and provide a new Award under the Plan 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 RSU to the extent then Vested. 
	
	
 
	
	
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 Board may adjust 
	
	
 
		
 		
the number of RSU Shares and other terms of the RSU from time to time as the 
	
	
 
		
 		
Plan provides. 
	




Page 6