DC10196.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








DISCOVERY PERFORMANCE EQUITY PROGRAM


CASH-SETTLED STOCK APPRECIATION RIGHT AGREEMENT FOR EMPLOYEES


     Discovery Communications, Inc. (the “Company”) has granted you a stock appreciation
right (the “SAR”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the “Plan”). 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 SAR lets you receive a cash amount
equivalent to the appreciation in value, if any, at the time of exercise of a specified number of shares of the Company’s Series A common stock (the “SAR Shares”) over a specified measurement price per share (the “Base Price”).


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


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


NO ONE MAY SELL, TRANSFER, OR DISTRIBUTE THE SAR 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:

	
SAR 
		
 		
While your SAR remains in effect under the SAR Expiration section, you 
	
	
Exercisability 
		
 		
may exercise any exercisable portions of the SAR (and receive the applicable 
	
	
appreciation in value) under the timing rules of this section.
	
	
 
	
	
 
		
 		
The SAR 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 SAR is fully exercisable, the SAR will 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 SAR 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 
	




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                    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. 
	
	
 
	
	
SAR Expiration 
		
 		
You cannot exercise the SAR after it has expired. The SAR will expire no later 
	
	
 
		
 		
than the close of business on the Term Expiration Date. Unexercisable portions 
	
	
 
		
 		
of the SAR expire immediately when you cease to be employed (unless you are 
	
	
 
		
 		
concurrently remaining or becoming a member of the Board). Exercisable 
	
	
 
		
 		
portions of the SAR 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 30 th day after your employment (or directorship) ends if you resign other than on Retirement (except as extended below on
death)	
	 
	
·      		
The 90 th 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, and the extended date will be the Final Exercise 
	
	
 
		
 		
Date. 
	
	
 
	
	
 
		
 		
The Committee can override the expiration provisions of this Grant Agreement. 
	
	
 
	
	
Method of 
		
 		
Subject to this Grant Agreement and the Plan, you may exercise the SAR only by 
	
	
Exercise 
		
 		
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 SAR expires. Each such notice must satisfy whatever then-current 
	
	
 
		
 		
procedures apply to that SAR and must contain such representations 
	
	
 
		
 		
(statements from you about your situation) as the Company requires. 
	
	
 
	
	
Withholding 
		
 		
The Company will reduce the cash to be issued to you in connection with any 
	
	
 
		
 		
exercise of the SAR by an amount that would equal all taxes (for example, in the 
	
	
 
		
 		
U.S., Federal, state, and local taxes) required to be withheld (at their minimum 
	
	
 
		
 		
withholding levels). If a fractional share remains after the required withholding, 
	
	
the Company will pay you the value of the fraction in cash.
	
	
 
	
	
Compliance 
		
 		
You may not exercise the SAR if such exercise would violate any applicable 
	
	
with Law 
		
 		
Federal or state securities laws or other laws or regulations. 
	
	
 
	
	
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 
	




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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 SAR, 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 
	
	
 
	
	
 
		
 		
                    As to any exercised portion of the SAR (to the extent, during the 
	
	
 
		
 		
                    Recovery Measurement Period, the SAR is granted, vests, is exercised, 
	
	
 
		
 		
                    or the purchased shares are sold), prompt payment to the Company of 
	
	
 
		
 		
                    any SAR Gain. For purposes of this Agreement, the “SAR Gain” per 
	
	
 
		
 		
                    share you received on exercise of SARs is the spread between closing 
	
	
 
		
 		
                    price on the date of exercise and the Base Price (i.e., the cash you 
	
	
 
		
 		
                    received and the withholdings paid on your behalf). 
	
	
 
	
	
 
		
 		
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.
	
	
 
	
	
 
		
 		
By accepting this SAR, you agree that the Clawback
section, as it may be 
	
	
 
		
 		
amended from time to time without your further consent, applies to any SARs or 
	
	
 
		
 		
other equity compensation grants (with applicable modifications for the type of 
	
	
grant) you receive or received on or after March 15, 2010.
	
	
 
	
	
Additional 
		
 		
The Company may postpone any exercise for so long as the Company 
	
	
Conditions 
		
 		
determines to be advisable to satisfy the following: 
	
	
to Exercise 
		
 		
 
	
	
 
	
	
 
		
 		
                    its completing or amending any securities registration 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 SAR 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. 
	
	
 
	
	
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 SAR 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 
	




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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 SAR, 
	
	
 
		
 		
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 recipients 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 recipients. 
	
	
 
	
	
Amendment 
		
 		
Subject to any required action by the Board or the stockholders of the Company, 
	
	
 
		
 		
the Company may cancel the SAR 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 SAR to the extent then exercisable. 
	
	
 
	
	
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 SAR Shares and the Base Price and other terms of the 
	
	
 
		
 		
SAR from time to time as the Plan provides. 
	




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