Discover Financial Services Directors' Compensation Plan.



 Exhibit 10.1 
 DISCOVER FINANCIAL SERVICES 
 DIRECTORS’ COMPENSATION
PLAN 
 2007 FOUNDERS GRANT 
 AWARD CERTIFICATE FOR 
 RESTRICTED STOCK UNITS 







 TABLE OF CONTENTS FOR AWARD
CERTIFICATE 
  

					
	1.	  	Stock units generally.	  	3
			
	2.	  	Vesting schedule and conversion.	  	3
			
	3.	  	Dividend equivalent payments.	  	3
			
	4.	  	Death and Disability.	  	4
			
	5.	  	Change in Control.	  	4
			
	6.	  	Termination of Service and cancellation of awards.	  	4
			
	7.	  	Tax and other withholding obligations.	  	5
			
	8.	  	Satisfaction of obligations.	  	5
			
	9.	  	Nontransferability.	  	5
			
	10.	  	Designation of a beneficiary.	  	6
			
	11.	  	Ownership and possession.	  	6
			
	12.	  	Securities law compliance matters.	  	7
			
	13.	  	Compliance with laws and regulation.	  	7
			
	14.	  	No entitlements.	  	7
			
	15.	  	Consents under local law.	  	8
			
	16.	  	Award modification.	  	8
			
	17.	  	Severability.	  	8
			
	18.	  	Governing law.	  	9
			
	19.  	  	Defined terms.	  	9

  

 1 








 DISCOVER FINANCIAL SERVICES 
 2007 FOUNDERS GRANT 
 AWARD CERTIFICATE FOR RESTRICTED STOCK UNITS 
 2007 FOUNDERS GRANT 
 Discover has awarded you
restricted stock units as an incentive for you to continue provide services as a Director of the Company from the Date of the Award through the Scheduled Vesting Dates, as provided in this Award Certificate. This Award Certificate sets forth the
general terms and conditions of your 2007 Founders Grant restricted stock unit award. 
 The number of restricted stock units in your award
has been communicated to you separately in writing delivered to you. 
 Your restricted stock unit award is made pursuant to the Plan.
References to “restricted stock units” in this Award Certificate mean only those restricted stock units included in your 2007 Founders Grant restricted stock unit award, and the terms and conditions herein apply only to such award. If you
receive any other award under the Plan or another equity compensation plan, it will be governed by the terms and conditions of the applicable award documentation, which may be different from those herein. 
 The purpose of the restricted stock unit award is, among other things, to align your interests with the interests of the Company and to reward you for
your continued service as a Director of the Company in the future. In view of these purposes, you will earn each portion of your 2007 Founders Grant restricted stock unit award only if you remain in continuous service as a Director of the Company
through the applicable Scheduled Vesting Date. 
 Section 409A of the Internal Revenue Code imposes rules relating to the taxation of
deferred compensation, including your 2007 Founders Grant restricted stock unit award. The Company reserves the right to modify the terms of your 2007 Founders Grant restricted stock unit award, including, without limitation, the payment provisions
applicable to your restricted stock units, to the extent necessary or advisable to comply with Section 409A of the Internal Revenue Code. 
 Capitalized terms used in this Award Certificate that are not defined in the text have the meanings set forth in Section 19 below. Capitalized terms used in this Award Certificate that are not defined in the text or in Section 19
below have the meanings set forth in the Discover Directors’ Compensation Plan (the “Plan”). 
  

 2 








 1. Stock units generally. 
 Each of your restricted stock units corresponds to one share of Discover common stock. A restricted stock unit constitutes an unsecured promise by Discover to pay you one share of Discover common stock on the
conversion date for the restricted stock unit. As the holder of restricted stock units, you have only the rights of a general unsecured creditor of Discover. You will not be a stockholder with respect to the shares of Discover common stock
underlying your restricted stock units unless and until your restricted stock units convert to shares. 
 2. Vesting schedule and conversion.

 (a) Vesting schedule. Your restricted stock units will vest according to the following schedule: (i) 50% of
your restricted stock units will vest on the First Scheduled Vesting Date, and (ii) the remaining 50% of your restricted stock units will vest on the Second Scheduled Vesting Date. Any fractional restricted stock units resulting from the
application of the vesting schedule will be aggregated and will vest on the First Scheduled Vesting Date. Except as otherwise provided in this Award Certificate, each portion of your restricted stock units will vest only if you continue to provide
future services to the Company by remaining in continuous service as a Director of the Company through the applicable Scheduled Vesting Date. The special vesting terms set forth in Sections 4 and 5 of this Award Certificate apply (i) if your
service as a Director of the Company terminates by reason of your death or Disability or (ii) upon a Change in Control. Vested restricted stock units are subject to the withholding provisions set forth in this Award Certificate. 
 (b) Conversion. Except as otherwise provided in this Award Certificate, each of your vested restricted stock units will convert to
one share of Discover common stock on the Scheduled Vesting Date. 
 The shares received upon conversion of restricted stock units will be
delivered as soon as administratively practicable thereafter and will not be subject to any transfer restrictions, other than those that may arise under the securities laws or the Company’s policies. 
 3. Dividend equivalent payments. 
 Until your
restricted stock units convert to shares, if Discover pays a regular or ordinary cash dividend on its common stock, you will be paid a dividend equivalent for your vested and unvested restricted stock units. No dividend equivalents will be paid to
you with respect to any canceled restricted stock units. 
 Discover will decide on the form of payment and may pay dividend equivalents in
shares of Discover common stock, in cash or in a combination thereof. Discover will pay the dividend equivalent as soon as administratively practicable after Discover pays the corresponding dividend on its common stock. 
  

 3 








 Because dividend equivalent payments are considered part of your compensation for income tax purposes,
they will be subject to applicable tax and other withholding obligations. 
 4. Death and Disability. 
 The following special vesting and payment terms apply to your restricted stock units: 
 (a) Death. If your service as a Director of the Company terminates due to death, all of your unvested restricted stock units
will vest on the date your service terminates. Your restricted stock units will convert to shares of Discover common stock and be delivered to the beneficiary you have designated pursuant to Section 10 or the legal representative of your
estate, as applicable, as soon as administratively practicable after Discover receives appropriate notice of your death. 
 (b)
Disability. If your service as a Director of the Company terminates due to Disability, all of your unvested restricted stock units will vest on the date your service terminates. On that date, your restricted stock units will
convert to shares of Discover common stock and be delivered to you as soon as administratively practicable thereafter. 
 5. Change in Control.

 If there is a Change in Control, all of your restricted stock units will immediately vest. 
 On the date of a Change in Control, your restricted stock units will convert to shares of Discover common stock and be delivered as soon as
administratively practicable thereafter. 
 6. Termination of Service and cancellation of awards. 
 (a) Cancellation of unvested awards. Your unvested restricted stock units will be canceled if your service as a Director of
the Company terminates for any reason other than under the circumstances set forth in this Award Certificate for death or Disability. 
 (b) General treatment of vested awards. Except as otherwise provided in this Award Certificate, your vested restricted stock units will convert to shares of Discover common stock on the Scheduled Vesting Date.
The withholding provisions set forth in this Award Certificate will continue to apply until the later of (i) the date your restricted stock units convert to shares of Discover common stock or (ii) the date the shares of Discover common
stock are delivered. 
  

 4 








 7. Tax and other withholding obligations. 
 Pursuant to rules and procedures that Discover establishes, you may elect to satisfy the tax or other withholding obligations arising upon conversion of
your restricted stock units by having Discover withhold shares of Discover common stock or by tendering shares of Discover common stock, in each case in an amount sufficient to satisfy the tax or other withholding obligations. Shares withheld or
tendered will be valued using the fair market value of Discover common stock on the later of (i) the date your restricted stock units convert or (ii) the date the shares of Discover common stock are delivered, using a valuation methodology
established by Discover. 
 In order to comply with applicable accounting standards or the Company’s policies in effect from time to
time, Discover may limit the amount of shares that you may have withheld or that you may tender. 
 8. Satisfaction of obligations. 

Notwithstanding any other provision of this Award Certificate, Discover may, in its sole discretion, take various actions affecting your restricted
stock units in order to collect amounts sufficient to satisfy any obligation that you owe to the Company and any tax or other withholding obligations. These actions include the following: 
 (a) Upon conversion of restricted stock units, including any accelerated conversion pursuant to Sections 4 or 5 above, or, if later, upon delivery
of the shares of Discover common stock, Discover may withhold a number of shares sufficient to satisfy any obligation that you owe to the Company and any tax or other withholding obligations. The Company shall determine the number of shares to be
withheld by dividing the dollar value of your obligation to the Company and any tax or other withholding obligations by the fair market value of Discover common stock on the date of conversion, or, if later, on the date the shares of Discover common
stock are delivered. 
 (b) Discover may withhold the payment of dividend equivalents on your restricted stock units to ensure
satisfaction of any obligation that you owe the Company or any tax or other withholding obligations. 
 Discover’s determination of the amount that you
owe the Company shall be conclusive. The fair market value of Discover common stock for purposes of the foregoing provisions shall be determined using a valuation methodology established by Discover. 
 9. Nontransferability. 
 You may not sell,
pledge, hypothecate, assign or otherwise transfer your restricted stock units, other than as provided in Section 10 (which allows you to designate a beneficiary or beneficiaries in the event of your death) or by will or the laws of descent and
distribution. This prohibition includes any assignment or other transfer that purports to occur by operation of law or otherwise. During your lifetime, payments relating to the restricted stock units will be made only to you. 
  

 5 








 Your personal representatives, heirs, legatees, beneficiaries, successors and assigns, and those of
Discover, shall all be bound by, and shall benefit from, the terms and conditions of your award. 
 10. Designation of a beneficiary.

 You may make a written designation of beneficiary or beneficiaries to receive all or part of the shares to be paid under this Award
Certificate in the event of your death. To make a beneficiary designation, you must complete and file the form attached hereto as Appendix A with the Law and Compliance Department. 
 Any shares that become payable upon your death, and as to which a designation of beneficiary is not in effect, will be distributed to your estate.

 If you previously filed a designation of beneficiary form for your equity awards with the Law and Compliance Department, such form will
also apply to the restricted stock units granted pursuant to this award. You may replace or revoke your beneficiary designation at any time. If there is any question as to the legal right of any beneficiary to receive shares under this award,
Discover may determine in its sole discretion to deliver the shares in question to your estate. Discover’s determination shall be binding and conclusive on all persons and it will have no further liability to anyone with respect to such shares.

 11. Ownership and possession. 
 (a) Generally. Generally, you will not have any rights as a stockholder in the shares of Discover common stock corresponding to your restricted stock units prior to conversion of your restricted stock units.

 Prior to conversion of your restricted stock units, however, you will receive dividend equivalent payments, as set forth in Section 3
of this Award Certificate. 
 To the extent necessary or advisable to comply with
Section 409A of the Internal Revenue Code, with respect to any provision of this Award Certificate that provides for vested restricted stock units to convert to shares of Discover common stock on or as soon as administratively practicable after
a specified event or date, such conversion will be made by the later of the end of the calendar year in which the specified event or date occurs or the 15th day of the third calendar month following the specified event or date. 
 (b)
Following conversion. Following conversion of your restricted stock units you will be the beneficial owner of the net shares issued to you, and you will be entitled to all rights of ownership, including voting rights and the right to receive
cash or stock dividends or other distributions paid on the shares. 
  

 6 








 12. Securities law compliance matters. 
 Discover may affix a legend to the stock certificates representing shares of Discover common stock issued upon conversion of your restricted stock units
(and any stock certificates that may subsequently be issued in substitution for the original certificates). The legend will read substantially as follows: 
 THE SHARES REPRESENTED BY THIS STOCK CERTIFICATE WERE ISSUED PURSUANT TO THE DISCOVER DIRECTORS’ COMPENSATION PLAN AND ARE SUBJECT TO THE TERMS AND CONDITIONS THEREOF AND OF AN AWARD CERTIFICATE FOR STOCK
UNITS AND ANY SUPPLEMENT THERETO. 
 THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFER BY
VIRTUE OF THE SECURITIES ACT OF 1933. 
 COPIES OF THE PLAN, THE AWARD CERTIFICATE FOR STOCK UNITS AND ANY SUPPLEMENT THERETO ARE
AVAILABLE THROUGH THE EXECUTIVE COMPENSATION DEPARTMENT. 
 Discover may advise the transfer agent to place a stop order against such
shares if it determines that such an order is necessary or advisable. 
 13. Compliance with laws and regulation. 
 Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of shares issued upon conversion of your restricted stock units
(whether directly or indirectly, whether or not for value, and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation, or policy of any of the exchanges or associations or other institutions with
which the Company has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body. 
 14. No entitlements. 
 (a) No
right to continued service. Nothing in this Award Certificate or the Plan shall confer the right to continue as a Director of the Company or any right to continue in the service of the Company during any period (including without limitation the
period between the Date of the Award and the First Scheduled Vesting Date and the Second Scheduled Vesting Date, or any portion of any of these periods). 
 (b) No right to future awards. This award, and all other awards of restricted stock units and other equity-based awards, are discretionary. This award does not confer on you any right or
entitlement to receive another award of restricted stock units or any other equity-based award at any time in the future or in respect of any future period. 
  

 7 








 (c) No effect on future compensation. Discover has made this award to you in its
sole discretion. This award does not confer on you any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to determine the amount, if any, of
your compensation. In addition, this award is not part of your base compensation and will not be taken into account in determining any other service-related rights you may have, such as rights to pension or severance pay. 
 15. Consents under local law. 
 Your award is
conditioned upon the making of all filings and the receipt of all consents or authorizations required to comply with, or required to be obtained under, applicable local law. 
 16. Award modification. 
 Discover reserves the right to modify or amend unilaterally the terms
and conditions of your restricted stock units, without first asking your consent, or to waive any terms and conditions that operate in favor of Discover. These amendments may include (but are not limited to) changes that Discover considers necessary
or advisable as a result of changes in any, or the adoption of any new, Legal Requirement. Discover may not modify your restricted stock units in a manner that would materially impair your rights in your restricted stock units without your consent;
provided, however, that Discover may, without your consent, amend or modify your restricted stock units in any manner that Discover considers necessary or advisable to comply with any Legal Requirement or to ensure that your restricted
stock units are not subject to United States federal, state or local income tax or any equivalent taxes in territories outside the United States prior to payment. Discover will notify you of any amendment of your restricted stock units that affects
your rights. Any amendment or waiver of a provision of this Award Certificate (other than any amendment or waiver applicable to all recipients generally), which amendment or waiver operates in your favor or confers a benefit on you, must be in
writing and signed by the Global Head of Human Resources (or if such positions no longer exist, by the holder of an equivalent position) to be effective. 
 17. Severability. 
 In the event Discover determines that any provision of this Award Certificate would cause you to
be in constructive receipt for United States federal or state income tax purposes of any portion of your award, then such provision will be considered null and void and this Award Certificate will be construed and enforced as if the provision had
not been included in this Award Certificate as of the date such provision was determined to cause you to be in constructive receipt of any portion of your award. 
  

 8 








 18. Governing law. 
 This Award Certificate and the related legal relations between you and Discover will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflicts or choice of law,
rule or principle that might otherwise refer the interpretation of the award to the substantive law of another jurisdiction. 
 19. Defined terms.

 For purposes of this Award Certificate, the following terms shall have the meanings set forth below: 
 (a) “Board” means the Board of Directors of Discover. 
 (b) A “Change in Control” means, except as provided otherwise below, the first to occur of any of the following events:

 (1) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as such term is modified in Sections 13(d) and 14(d) of the Exchange Act), other than (i) any employee plan established by the Company or any of its subsidiaries, (ii) any group of employees holding shares
subject to agreements relating to the voting of such shares, (iii) the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act), (iv) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (v) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, is or becomes the beneficial owner, directly or indirectly,
of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a
business) representing 30% or more of either the total fair market value or total voting power of the stock of the Company; 
 (2) a change in the composition of the Board such that individuals who, as of the Date of the Award, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a member of the Board subsequent to the Date of the Award whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; 
  

 9 








 (3) the consummation of a merger or consolidation of the Company with any other
corporation or other entity, or the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than
(A) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, at least 50% of the combined voting power of the voting
securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger of consolidation effected to implement a recapitalization of the Company (or similar
transaction) in which no person (determined pursuant to clause (a) above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities
acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 30% or more of either the then outstanding shares of the Company’s common stock or
the combined voting power of the Company’s then outstanding voting securities; or 
 (4) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or
substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior
to such sale. 
 Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction
or series of integrated transactions immediately following which the record holders of the Company’s common stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in
an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions. 
  

 10 








 (c) The “Company” means Discover Financial Services.

 (d) “Date of the Award” means July 2, 2007. 
 (e) “Disability” means a “permanent and total disability,” as defined in Section 22(e)(3) of the
Internal Revenue Code. 
 (f) “First Scheduled Vesting Date” means July 2, 2008. 
 (g) “Discover” means Discover Financial Services, a Delaware corporation. 
 (h) “Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended, and the rules,
regulations and guidance thereunder. 
 (i) “Legal Requirement” means any law, regulation, ruling, judicial
decision, accounting standard, regulatory guidance or other legal requirement. 
 (j) “Plan” means the
Directors’ Compensation Plan. 
 (k) “Scheduled Vesting Date” means the First Scheduled Vesting Date
and/or the Second Scheduled Vesting Date, as the context requires. 
 (l) “Second Scheduled Vesting Date”
means July 2, 2009. 
  

 11 








 IN WITNESS WHEREOF, Discover has duly executed and delivered this Award Certificate as of the Date
of the Award. 
  

	
	DISCOVER
	
	  
 Marcelo Modica

	VP, Human Resources


  

 12 








 APPENDIX A 
 Designation of Beneficiary(ies) Under 
 Discover Equity Compensation Plans 
 This Designation of Beneficiary shall remain in effect with respect to all awards issued to me under any Discover equity compensation plan, including any awards that may
be issued to me after the date hereof, unless and until I modify or revoke it by submitting a later dated beneficiary designation. This Designation of Beneficiary supersedes all my prior beneficiary designations with respect to all my equity awards.

 I hereby designate the following beneficiary(ies) to receive any survivor benefits with respect to all my equity awards: 
  

							
	 	 	 Beneficiary(ies) Name
	  	 Relationship
	  	 Percentage

				
	 (1)
	 	                                       
                                        
      
	  	                                       
                                        
 
	  	                                       
                                        
 

				
	 (2)
	 	                                       
                                        
      
	  	                                       
                                        
 
	  	                                       
                                        
 

				
	 (3)
	 	                                       
                                        
      
	  	                                       
                                        
 
	  	                                       
                                        
 

				
	 (4)
	 	                                       
                                        
      
	  	                                       
                                        
 
	  	                                       
                                        
 


 Address(es) of Beneficiary(ies): 
  

	(1)	


	(2)	


	(3)	


	(4)	

  

			
	  

	Name: (please print)	 	                Date            
		
	  
	 	
	Signature	 	

 Please sign and return this form to the Law and Compliance Department, Discover Financial Services, 2500 Lake Cook
Road, Riverwoods, IL 60015. 
  

 13