exv10w12






Exhibit 10.12




EMPLOYMENT AGREEMENT




     This Amended and Restated Employment Agreement (“Agreement”) is made this 2nd day
of April, 2008 by and between Discovery Communications, LLC. (“DCL”) and Bruce Campbell
(“Executive”) (herein referred to as “this Agreement”).



     WHEREAS, Executive entered into an employment agreement with Discovery Communications, Inc.
dated March 13, 2007;



     WHEREAS, the parties to this Agreement now desire to enter into an amended and restated
employment agreement (“Agreement”) to reflect certain changes;



     NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this
Agreement, the parties hereby agree as follows:




	I.	 	DUTIES, ACCEPTANCE, LOCATION






	 	A.	 	DCL shall continue to employ Executive, and Executive agrees to
continue to render exclusive and full-time services as President, Digital Media,
Emerging Networks and Business Development, upon the terms and conditions set forth
in this Agreement. Executive shall have such responsibilities, duties and
authority as are customary for such position. Executive’s duties shall be
consistent with his title and as otherwise directed by DCL’s President and Chief
Executive Officer (the “CEO”). Executive’s primary work location shall be New
York, New York, but Executive shall make himself available for travel to other
locations as business needs require and as reasonably required in order to
facilitate effective interaction between Executive and other members of management
and DCL.
	 
	 	B.	 	Executive shall report directly to the CEO.
	 
	 	C.	 	Throughout his employment with DCL, Executive agrees to serve DCL to
the best of his ability, and to devote his full business time and energy to perform
the duties arising under this Agreement, provided that Executive may manage his
personal and family investments, be involved in charitable, family and, subject to
Paragraph VI.E below, professional activities (including service on charitable and
professional boards) and serve on for profit boards of directors and advisory
committees, so long as such services do not materially interfere with Executive’s
obligations under this Agreement.






	II.	 	TERM OF EMPLOYMENT






	 	A.	 	Executive’s term of employment shall be four (4) years beginning on
March 19, 2007 and ending March 18, 2011 (“Initial Term of Employment”).




 









 






	 	B.	 	The Initial Term shall automatically be extended for successive
one-year periods (“Extension Terms” and, collectively with the Initial Term, the
“Term of Employment”) unless either party gives notice of non-extension to the
other no later than one hundred twenty (120) days prior to the expiration of the
then-applicable Term of Employment.






	III.	 	COMPENSATION






	 	A.	 	Base Salary. DCL agrees to provide Executive with an annual
base salary of $800,000. Beginning March 19, 2007, this sum will be paid over the
course of twelve months, in increments paid on regular DCL paydays, less such sums
as the law requires DCL to deduct or withhold. Executive’s future salary increases
will be reviewed and decided by the CEO in accordance with DCL standard practices
and procedures, however, Executive shall receive no less than a $50,000.00 annual
salary increase commencing no later than each anniversary of the first day of the
Term of Employment.
	 
	 	B.	 	Annual/Incentive Payment. In addition to the base salary paid
to Executive pursuant to Section III(A), each fiscal year during the Term of
Employment, Executive shall be eligible for an annual target level incentive
payment of Seventy-Five Percent (75%) of his base salary. The portion of the
incentive payment to be received by Executive will be determined based upon the
attainment of reasonable performance goals and in accordance with DCL’s applicable
incentive or bonus plan in effect at that time (e.g., subject to reduction for DCL
under-performance and increase for DCL over-performance and subject to an
individual performance evaluation by Executive’s supervisor), and will be paid in
accordance with the applicable incentive or bonus plan, provided that DCL agrees
that for the first fiscal year of the Term of Employment, Executive’s annual
incentive payment shall be no less than Seventy-Five Percent (75%) of his pro rated
base salary for such fiscal year.
	 
	 	C.	 	Benefits. Executive shall be entitled to participate in and to
receive any and all benefits generally available to senior executives of DCL
including, without any limitation, all death and disability insurance and other
benefits.
	 
	 	D.	 	Unit Appreciation Plan. DCL currently maintains the Discovery
Appreciation Plan (a copy of which, as it currently exists, is attached as
Attachment 1) (the “Plan”). Executive shall be designated as a participant in the
Plan and be awarded Seven Hundred Thousand (700,000) units with, and on, a grant
date of March 19, 2007. Participation by Executive in the Plan shall be in
accordance with the terms of the Plan and subject to the terms of this Agreement.
The parties acknowledge and agree that the terms and conditions of the Plan are
subject to change at any time, particularly, but not limiting the generality of the
foregoing, as may be required by changes to U.S. law that may affect the Plan.




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	IV.	 	TERMINATION OF EMPLOYMENT AND AGREEMENT





     All definitions and conditions set forth in this Section IV, including, but not limited to,
the definitions of Termination for Disability and Termination for Cause as referenced in the Plan,
shall be governed solely by the terms of this Agreement unless otherwise specified.




	 	A.	 	Death. If Executive should die during the Term of Employment,
this Agreement will terminate. No further amounts or benefits shall be payable
except those benefits set forth in Section 7.3(b) of the Plan and those that may
vest in accordance with the controlling documents for other relevant DCL benefits
programs, which shall be paid in accordance with the terms of such other DCL
benefits programs, including the terms governing the time and manner of payment.
	 
	 	B.	 	Inability To Perform Duties. If, during the Term of
Employment, Executive should become physically or mentally disabled, such that he
is unable to perform his duties under Sections I (A) and (C) hereof for (i) a
period of six (6) consecutive months or (ii) for shorter periods that add up to six
(6) months in any eight (8)-month period, by written notice to the Executive, DCL
may terminate this Agreement. Notwithstanding the foregoing, Executive’s
employment shall terminate upon Executive incurring a “separation from service”
under the medical leave rules of Section 409A. In that case, no further amounts or
benefits shall be payable to Executive other than those set forth in Section 7.3
(b) of the Plan, except that until (i) he is no longer disabled or (ii) he becomes
65 years old —whichever happens first — Executive may be entitled to receive
continued coverage under the relevant medical or disability plans to the extent
permitted by such plans and to the extent such benefits continue to be provided to
DCL executives at Executive’s level at DCL generally, provided that in the case of
any continued coverage under one or more of DCL’s medical plans, if DCL determines
that the provision of continued medical coverage at DCL’s sole or partial expense
may result in Federal taxability of the benefits provided thereunder to Executive
or his dependents because such benefits are provided on a self-insured basis by
DCL, then Executive shall be obligated to pay the full monthly COBRA or similar
premium for such coverage.
	 
	 	C.	 	Termination For Cause.






	 	1.	 	In the event that Executive (a) is convicted of any
felony, any lesser crime of sufficient import that materially discredits or
materially and adversely affects DCL’s reputation or ability to conduct its
business in the normal course, or any substantial offense involving the
property of DCL or any of its subsidiaries or affiliates (e.g., theft,
conversion, destruction of property, tampering with DCL’s computer system),
or (b) engages in willful misconduct or neglect in connection with the
performance of Executive’s duties that has a materially adverse effect




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	 	 	 	on DCL, DCL may terminate Executive’s employment by written notice to the
Executive.
	 
	 	2.	 	In the event that Executive engages in the conduct
described in Section IV(c)(l)(b) above or engages in other conduct that
constitutes a breach by Executive of this Agreement (collectively
“Breach”), DCL shall so notify Executive in writing. Executive will be
afforded a one-time-only opportunity to cure the noted Breach within thirty
(30) days from receipt of this notice. If no cure is achieved within this
time, or if Executive engages in a Breach relating to the same type of
conduct a second time after once having been given the opportunity to cure,
DCL may terminate this Agreement by written notice to Executive.
	 
	 	3.	 	Any of the above reasons set forth in Section IV(C)(1)
or Section IV(C)(2) hereof shall be considered termination For Cause and
upon such termination, Executive shall not be entitled to receive any
further amounts or benefits hereunder, other than as may be required by
law.






	 	D.	 	Termination Of Agreement By Executive.






	 	1.	 	Executive shall have “Good Reason” to terminate his
employment hereunder upon the occurrence of any of the following: (a) the
demotion of Executive or a material reduction in his duties,
responsibilities or authority; (b) DCL’s material change in the location of
the DCL office where Executive works (e.g., not relocation to another
location in New York, New York; (c) a material breach of this Agreement by
DCL; (d) a Change of Control of DCL where the successor does not assume
this Agreement; (e) a reduction in base salary or target bonus opportunity;
(f) a change on the Plan which reduces Executive’s potential benefits
thereunder, and (g) a change in the position to whom Executive reports. In
the event a change occurs that triggers Executive’s right to terminate this
Agreement for Good Reason, Executive must exercise such right in writing to
terminate this Agreement for Good Reason within sixty (60) days of the date
of the applicable change, so such right shall be deemed waived. A Change
in Control shall be deemed to occur upon (i) the dissolution, liquidation
or sale of all or substantially all of the assets of DCL; (ii) a merger or
consolidation in which the DCL is not the surviving corporation; (iii) a
reverse merger in which DCL is the surviving corporation but the shares of
DCL’s common stock immediately preceding the merger are converted by virtue
of the merger into other property; (iv) the consummation of a transaction
or series of transaction (other than an offering of stock to the general
public through a registration statement filed with the Securities and
Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act)
other than DCL, any




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	 	 	 	of its subsidiaries, an employee benefit plan maintained by DCL or any of
its subsidiaries or a “person” that, prior to such transaction, directly
or indirectly controls, is controlled by, or is under common control
with, DCL) directly or indirectly acquires beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of securities of DCL
possessing more than 50% of the total combined voting power of DCL’s
securities outstanding immediately after such acquisition; or (v) the
sale or other disposition of all or substantially all the assets of DCL.
	 
	 	2.	 	If Executive terminates this Agreement for Good Reason
before the Term of Employment has expired, DCL will pay Executive the
following: (a) his vested Units, (b) an amount equal to his annual base
salary and his target level annual incentive payment for the balance of the
then-applicable Term of Employment, but in no event less than one year’s
annual base salary and target level annual incentive payment plus (c) a
payout, made within ten (10) days following the Release Deadline, based on
what Executive’s unvested Units would have been worth had they vested
according to the terms of the Plan and then been valued using the last day
of the then-applicable Term of Employment as the relevant termination date
(the “Separation Payment”). This Separation Payment expressly is
conditioned on Executive’s signing the Agreement and General Release
(“Release”, attached as Attachment 2 and incorporated by reference) and
will be paid in a single lump sum (less required deductions and
withholdings) within ten (10) days following the Release Deadline.
	 
	 	3.	 	No Separation Payment will be made if Executive fails
to sign the Release. The Release must be executed and become effective
within the sixty (60) calendar day period following the date of the
Executive’s separation from service” within the meaning of Section 409A
(the last day of such period being the “Release Deadline”). No Separation
Payment will be made if Executive violates the provisions of Section VI
hereof, in which case all Separation Payments shall cease and those already
made shall be forfeited.
	 
	 	4.	 	If Executive terminates this Agreement before the Term
of Employment has expired for a reason other than those stated in
Section IV(D)(1) hereof, it will be deemed a material breach of this
Agreement. Executive agrees that, in that event, in addition to any other
rights and remedies which DCL may have as a result of such breach, he will
forfeit all right and obligations to be compensated for any remaining
portion of his annualized base salary, Separation Payment, bonus/incentive
payment and Units that may otherwise be due under this Agreement, pursuant
to other DCL plans or policies, or otherwise, except as may be required by
law.




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	 	E.	 	Termination Not For Cause.






	 	1.	 	In the event that DCL terminates Executive’s employment
hereunder for reasons other than For Cause, as defined in Section IV(C)
hereof, subject to what is described more fully below, DCL will pay the
Executive the following: (a) his vested Units, (b) an amount equal to his
annual base salary and his target level annual incentive payment for the
balance of the then-applicable Term of Employment, but in no event less
than one year’s annual base salary and target level annual incentive
payment, plus (c) a payout based on what Executive’s unvested Units would
have been worth had they vested according to the terms of the Plan and then
been valued using the last day of the then-applicable Term of Employment as
the relevant termination date (the “Severance Payment”). This Severance
Payment expressly is conditioned on Executive’s signing the Release.
	 
	 	2.	 	No Severance Payment will be made if Executive fails to
sign the Release. The Release must be executed and become effective within
the sixty (60) calendar day period following the date of the Executive’s
“separation from service” within the meaning of Section 409A.
	 
	 	3.	 	DCL agrees that if, at the time Executive is Terminated
not For Cause, DCL has a standard severance policy in effect that would be
applicable in the absence of this Agreement (i.e., applicable to the
circumstances surrounding the termination) and that would result in
Executive’s receiving a sum greater than this Severance Payment, Executive
will receive whichever is the greater of these two payments, provided, that
if (i) the standard severance policy would provide for a sum greater than
the Severance Payment, and (ii) the payment schedule under the severance
policy is different from the payment schedules for the Severance Payment
and would result in an impermissible acceleration or delay in payment in
violation of the time and manner of payment requirements of Section 409A,
then the payment schedule provided in the Company’s standard severance
policy shall only apply to the portion of the amount payable under the
standard severance policy that exceeds the Severance Payment.
	 
	 	4.	 	The Severance Payment will be paid in a single lump sum
(less required deductions and withholdings) within twelve (12) days
following the Release Deadline if Executive has executed the Release the
Release has become effective.






	 	F.	 	Non-Renewal.
	 
	 	 	 	In the event that DCL exercises its option under Section II.B not to extend this
Agreement at the end of the then-applicable Term of Employment, DCL will




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	 	 	 	pay Executive (i) his vested Units, plus (ii) the sum of (x) twelve (12) months
of his annual base salary and (y) one (1) times his target level annual
incentive payment (“Non-Renewal Payment”). This Non-Renewal Payment will be
paid in a single lump sum (less required deductions and withholding) within
twelve (12) days following Executive’s termination of employment occurring as a
result of the expiration of this Agreement.






	V.	 	CONFIDENTIAL INFORMATION






	 	A.	 	Executive acknowledges his fiduciary duty to DCL. As a condition of
employment subject to applicable law, Executive agrees to protect and hold in a
fiduciary capacity for the benefit of DCL all confidential information, knowledge
or data, including the terms of this Agreement and, without limitation, all trade
secrets relating to DCL or any of its subsidiaries, and their respective
businesses, (i) obtained by the Executive during his employment by DCL or otherwise
and (ii) that is not otherwise publicly known (other than by reason of an
unauthorized act by the Executive). After termination of the Executive’s
employment with DCL, Executive shall not communicate or divulge any such
information, knowledge or data to anyone other than DCL and those designated by it,
without the prior written consent of DCL, unless such information has otherwise
become publicly available.
	 
	 	B.	 	In the event that Executive is compelled, pursuant to a subpoena or
other order of a court or other body having jurisdiction over such matter, to
produce any information relevant to DCL, whether confidential or not, Executive
agrees to provide DCL with written notice of this subpoena or order so that DCL may
timely move to quash if appropriate.
	 
	 	C.	 	Executive also agrees to cooperate with DCL in all reasonable respects
in any legal action for which his participation is needed. DCL agrees to try to
schedule all such meetings so that they do not unduly interfere with Executive’s
pursuits after he is no longer in DCL’s employ.






	VI.	 	COVENANT NOT TO COMPETE






	 	A.	 	Executive covenants that if he is Terminated For Cause pursuant to
Section IV(C) hereof or terminates his employment for other than Good Reason as set
forth in Section IV(D)(1) hereof, for a period of twelve (12) (months) after the
conclusion of Executive’s employment with DCL, he will not work for or engage in
any activities on behalf of any company or any entity that provides television
programming services for distribution to cable, satellite and/or other
multi-channel distribution platforms (“Competitor”). Executive agrees that this is
a material part of this Agreement, breach of which will cause DCL irreparable harm
and damages, the loss of which cannot be adequately compensated at law. In the
event that the provisions of this paragraph should ever be deemed to exceed the
limitations permitted by




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	 	 	 	applicable laws, Executive and DCL agree that such provisions may be reformed to
the maximum limitations permitted by applicable laws.
	 
	 	B.	 	If Executive is Terminated not For Cause, pursuant to Section IV(E)
hereof or terminates his employment for Good Reason, pursuant to Section IV(D)(1)
hereof, before expiration of the Term of Employment, the covenant not to compete
set forth in Section VI(A) hereof shall not apply to Executive.
	 
	 	C.	 	If Executive works for DCL through and until the end of the Term of
Employment, the covenant not to compete described in Section VI(A) hereof shall not
apply with respect to Executive.
	 
	 	D.	 	During his employment and upon termination of Executive’s employment
with DCL, regardless of the reason for the termination, Executive covenants that
for a period of twelve (12) (months), he will not directly solicit any employees of
DCL or its subsidiary and affiliated companies to leave their employment.
	 
	 	E.	 	During the period Executive is employed by DCL, Executive covenants and
agrees not to engage in any other business activities whatsoever, or to directly or
indirectly render services of a business, commercial or professional nature to any
other business entity or organization, regardless of whether Executive is
compensated for these services. The only exception to this provision is if
Executive obtains the prior written consent of the CEO.
	 
	 	F.	 	Throughout the period that Executive is an employee of DCL, Executive
agrees to disclose to DCL any direct investments (i.e., an investment in which
Executive has made the decision to invest in a particular company) he has in a
company that is DCL’s Competitor or that DCL is doing business with during the Term
of Employment (“Company”), if such direct investments result in Executive or
Executive’s immediate family members, and/or a trust established by Executive or
Executive’s immediate family members, owning five percent or more of such a
Competitor or Company. This Section VI(F) shall not prohibit Executive, however,
from making passive investments (i.e., where Executive does not make the decision
to invest in a particular company, even if those mutual funds, in turn, invest in
such a Competitor or Company). Regardless of the nature of Executive’s
investments, Executive herein agrees that his investments may not materially
interfere with Executive’s obligations and ability to provide services under this
Agreement.
	 
	 	G.	 	In the event that Executive violates any provision of this Section VI
and fails to cure such violation within a reasonable period of time thereafter, in
addition to any injunctive relief and damages to which Executive acknowledges DCL
would be entitled, all Separation or Severance Payment to Executive, if any, shall
cease, and those already made will be forfeited.




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	VII.	 	ARBITRATION






	 	A.	 	Submission To Arbitration. DCL and Executive agree to submit
to arbitration all claims, disputes, issues or controversies between DCL and
Executive or between Executive and other employees of DCL or its subsidiaries or
affiliates (collectively “Claims”) directly or indirectly relating to or arising
out of Executive’s employment with DCL or the termination of such employment
including, but not limited to Claims under Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, the Americans With Disabilities Act of 1990, Section 1981
of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the
Employee Retirement Income Security Act, any Claim arising out of this Agreement,
and any similar federal, state or local law, statute, regulation or common law
doctrine.
	 
	 	B.	 	Use Of AAA. Choice of Law. All Claims for arbitration shall
be presented to the American Arbitration Association (“AAA”) in accordance with its
applicable rules. The arbitrator(s) shall be directed to apply the substantive law
of federal and state courts sitting in Maryland, without regard to conflict of law
principles. Any arbitration, pursuant to this Agreement, shall be deemed an
arbitration proceeding subject to the Federal Arbitration Act.
	 
	 	C.	 	Binding Effect. Arbitration will be binding and will afford
parties the same options for damage awards as would be available in court.
Executive and DCL agree that discovery will be allowed and all discovery disputes
will be decided exclusively by arbitration.
	 
	 	D.	 	Damages and Costs. Any damages shall be awarded only in accord
with applicable law. The arbitrator may only order reinstatement of the Executive
if money damages are insufficient. The parties shall share equally in all fees and
expenses of arbitration. However, unless a court of competent jurisdiction
otherwise orders, each party shall bear the expense of its own counsel, experts,
witnesses and preparation and presentation of proof.






	VIII.	 	CONTROLLING LAW AND ADDITIONAL COVENANTS






	 	A.	 	The validity and construction of this Agreement or any of its
provisions shall be determined under the laws of Maryland. The invalidity or
unenforceability of any provision of this Agreement shall not affect or limit the
validity and enforceability of the other provisions.
	 
	 	B.	 	If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions shall
nevertheless continue in full force without being impaired or invalidated.
	 
	 	C.	 	Executive expressly acknowledges that DCL has advised Executive to
consult with independent legal counsel of his/her choosing to review and explain to




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	 	 	 	Executive the legal effect of the terms and conditions of this Agreement prior
to Executive’s signing this Agreement.
	 
	 	D.	 	This Agreement supersedes any and all other agreements, either oral or
in writing, between the parties with respect to the employment of Executive by DCL,
including, without limitation, the original employment agreement dated March 13,
2007, and contains all of the covenants and agreements between the parties with
respect to such employment in any manner whatsoever. To the extent any conflict
exists between this Agreement and Sections in the Plan that are specifically
referenced in this Agreement, the terms of this Agreement govern. Otherwise, the
Plan document speaks for itself and governs all matters not specifically referenced
in this Agreement. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, that are not
stated in this Agreement, and that no other agreement, statement or promise not
contained in this Agreement shall be valid or binding.
	 
	 	E.	 	Any modifications to this Agreement will be effective only if in
writing and signed by the party to be charged.
	 
	 	F.	 	Any payments to be made by DCL hereunder shall be made subject to
applicable law, including required deductions and withholdings.
	 
	 	G.	 	Section 409A of the Code.






	 	1.	 	It is intended that the provisions of this Agreement
comply with Section 409A of the Code and the regulations and guidance
promulgated thereunder (collectively, “Code Section 409A”), and all
provisions of this Agreement shall be construed in a manner consistent with
the requirements for avoiding taxes or penalties under Code Section 409A.
Notwithstanding the foregoing, the Company shall have no liability with
regard to any failure to comply with Code Section 409A so long as it has
acted in good faith with regard to compliance therewith.
	 
	 	2.	 	If under this Agreement, an amount is to be paid in two
or more installments, for purposes of Code Section 409A, each installment
shall be treated as a separate payment.
	 
	 	3.	 	A termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the
payment of amounts or benefits upon or following a termination of
employment unless such termination is also a “Separation from Service”
within the meaning of Code Section 409A and, for purposes of any such
provision of this Agreement, references to a “resignation,”




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	 	 	 	“termination,” “termination of employment” or like terms shall mean
Separation from Service.
	 
	 	4.	 	If Executive is deemed on the date of termination of
his employment to be a “specified employee”, within the meaning of that
term under Section 409A(a)(2)(B) of the Code and using the identification
methodology selected by the Company from time to time, or if none, the
default methodology, then:
	 
	 	 	 	(a) With regard to any payment, the providing of any benefit or any
distribution of equity upon separation from service that constitutes
“deferred compensation” subject to Code Section 409A, such payment,
benefit or distribution shall not be made or provided prior to the
earlier of (i) the expiration of the six-month period measured from the
date of the Executive’s Separation from Service or (ii) the date of the
Executive’s death; and
	 
	 	 	 	(b) On the first day of the seventh month following the date of
Executive’s Separation from Service or, if earlier, on the date of his
death, (x) all payments delayed pursuant to this Section VIII(G)(4)
(whether they would otherwise have been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to
the Executive in a lump sum, and any remaining payments and benefits due
under this Agreement shall be paid or provided in accordance with the
normal dates specified from them herein and (y) all distributions of
equity delayed pursuant to this Section VIII(G)(4) shall be made to
Executive.
	 
	 	5.	 	With regard to any provision herein that provides for
reimbursement of costs and expenses or in-kind benefits, except as
permitted by Code Section 409A, (i) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another
benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind
benefits, provided during any taxable year shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any
other taxable year, provided that the foregoing clause (ii) shall not be
violated without regard to expenses reimbursed under any arrangement
covered by Section 105(b) of the Code solely because such expenses are
subject to a limit related to the period the arrangement is in effect and
(iii) such payments shall be made on or before the last day of the
Executive’s taxable year following the taxable year in which the expense
occurred.
	 
	 	6.	 	Whenever a payment under this Agreement specifies a
payment period with reference to a number of days (e.g., “payment shall be
made within thirty (30) days following the date of termination), the actual




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	 	 	 	date of payment within the specified period shall be within the sole
discretion of the Company.
	 
	 	7.	 	Notwithstanding any provision in the Plan or the
Agreement to the contrary, if, with respect to one or more grants of Units,
the Agreement establishes a time and manner for the distribution of such
Units (the “Agreement-governed Units”), the Agreement’s provisions
governing the time and manner of distribution shall apply and shall
continue to apply to such Agreement-governed Units following the expiration
of the Agreement, the purpose of this paragraph being that there shall be
no acceleration or delay in the time and manner in which Units constituting
deferred compensation are distributed as a result of any expiration of this
Agreement. Units that are not Agreement-governed Units shall be
distributed in accordance with the distribution provisions of the Plan.





     In witness whereof, the parties have caused this Agreement to be duly executed as of the date
set forth above.



	 	 	 	 	 
	 	 	 
	 	                                              /s/ Bruce Campbell
 	 
	 	Bruce Campbell 	 
	 	 	 
	 
	 	 	 
	 	                                              /s/ Mark G. Hollinger
 	 
	 	Discovery Communications, LLC 	 
	 	 	 



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Attachment 2




AGREEMENT AND GENERAL RELEASE





     This Agreement and General Release (“Release”) is entered into by and between Discovery
Communications, LLC (“DCL”) and Bruce Campbell (“Executive”) to resolve any and all disputes
concerning his/her employment with DCL and his/her separation from employment on
                                        . Accordingly, in exchange for the consideration and mutual promises set
forth herein, the parties do hereby agree as follows:



     1. Effective close of business                     , Executive’s employment with DCL will terminate,
and all salary continuation and benefits will cease other than those to which Executive is entitled
in consideration for this Release as set forth in Executive’s employment agreement with DCL
(“Agreement”), which is incorporated by reference, and as a matter of law (e.g., COBRA benefits).



     2. In consideration for Executive’s executing this Release of any and all legal claims he/she
might have against the DCL Parties (as defined below), and the undertakings described herein, and
to facilitate his/her transition to other employment, DCL agrees to provide Executive with the
consideration detailed in Section IV(D)(2) (“Separation Payment”) of the Agreement or Section IV(E)
(“Severance Payment”) of the Agreement, whichever applies to the reason for his/her separation from
employment.



     3. Neither DCL nor Executive admits any wrongdoing of any kind, and both agree that neither
they nor anyone acting on their behalf will disclose this Release, or its terms and conditions.
Notwithstanding the foregoing, Executive is not barred from disclosing this Release to his/her
legal, financial and personal advisors or to those persons essential for Executive to (a) implement
or enforce his/her rights under this Release and the Agreement in which the Release is
incorporated; (b) defend himself/herself in a lawsuit, investigation or administrative proceeding;
(c) file tax returns; or (d) advise a prospective employer, business partner or insurer of the
contractual restrictions on his/her post-DCL employment.



     4. In exchange for the undertakings by DCL described in the above paragraphs:



          a. Executive, for himself/herself, his/her heirs, executors, administrators and assigns, does
hereby release, acquit and forever discharge DCL, its subsidiaries, affiliates and related
entities, as well as all of their respective officers, shareholders, shareholder representatives,
directors, members, partners, trustees, employees, attorneys, representatives and agents
(collectively, the “DCL Parties”), from any and all claims, demands, actions, causes of action,
liabilities, obligations, covenants, contracts, promises, agreements, controversies, costs,
expenses, debts, dues, or attorneys’ fees of every name and nature, whether known or unknown,
without limitation, at law, in equity or administrative, against the DCL Parties that he/she may
have had, now has or may have against the DCL Parties by reason of any matter or thing arising from
the beginning of the world to the day and date of this Release, including any claim relating to the
termination of his/her employment with any DCL Party. Those claims, demands, liabilities and
obligations from which Executive releases the DCL Parties include, but are not limited to, any
claim, demand or action, known or unknown, arising out of any transaction, act or omission related
to Executive’s employment by any DCL Party and Executive’s separation from such employment,
sounding in tort or contract and/or any cause of action arising under federal,



 









 






state or local statute or ordinance or common law, including, but not limited to, the federal
Age Discrimination In Employment Act of 1967, Title VII of the Civil Rights Act of 1964, as
amended, the Americans With Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act,
the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act, the Maryland
Human Rights Act, as well as any similar state or local statute(s), in each case as any such law
may be amended from time to time. The foregoing shall, in accordance with applicable law, not
prohibit or prevent Executive from filing a Charge with the United States Equal Employment
Opportunity Commission (“EEOC”) and/or any state or local agency equivalent, and/or prohibit or
prevent Executive from participating in any investigation of any Charge filed by others, albeit
that he/she understands and agrees that he/she shall not be entitled to seek monetary compensation
for himself/herself from the filing and/or participation in any such Charge.




          b. Executive expressly acknowledges that his/her attorney has advised him/her regarding, and
he/she is familiar with the fact that certain state statutes provide that general releases do not
extend to claims that the releasor does not know or suspect to exist in his or her favor at the
time he or she executes such a release, which if known to him or her may have materially affected
his or her execution of the release. Being aware of such statutes, Executive hereby expressly
waives and relinquishes any rights or benefits he/she may have under such statutes, as well as any
other state of federal statutes or common law principles of similar effect, and hereby acknowledges
that no claim or cause of action against any DCL Party shall be deemed to be outside the scope of
this Release whether mentioned herein or not. Executive also specifically knowingly waives the
provisions of Section 1542 of the Civil Code of the State of California, which reads: A general
release does not extend to claims which the creditor does not know or suspect to exist in his favor
at the time of executing the release, which if known by him must have materially affected his
settlement with the debtor. Notwithstanding the provisions of Civil Code Section 1542 stated above
and for the purpose of implementing a full and complete release and discharge of the DCL Parties,
Executive expressly acknowledges that this Agreement is specifically intended to include in its
effect all claims that he/she does not know or suspect to exist in his/her favor at the time he/she
signs this Agreement.




          c. Executive hereby acknowledges that he/she is executing this Release pursuant to the
Agreement, and that the consideration to be provided to Executive pursuant to Section 1V(D)(2) or
Section IV(E) of the Agreement, whichever is applicable, is in addition to what he/she would have
been entitled to receive in the absence of this Release. Executive hereby acknowledges that he/she
is executing this Release voluntarily and with full knowledge of all relevant information and any
and all rights he/she may have. Executive hereby acknowledges that he/she has been advised to
consult with an independent attorney of his/her own choosing in connection with this Release to
explain to him/her the legal effect of the terms and conditions of this Release and that Executive
has consulted such an attorney for such purpose. Executive acknowledges that he/she has read this
Release in its entirety. Executive further states that he/she fully understands the terms of this
Release and that the only promises made to him/her in return for signing this Release are stated
herein and in the Agreement in which this Release is incorporated. Executive hereby acknowledges
that he/she is voluntarily and knowingly agreeing to the terms and conditions of this Release
without any threats, coercion or duress, whether economic or otherwise, and that Executive agrees
to be bound by the terms of this Release.




2









 







Executive acknowledges that he/she has been given twenty-one (21) days to consider this
Release, and that if Executive is age forty (40) or over, Executive understands that he/she has
seven (7) days following his/her execution of this Release in which to revoke his/her agreement to
comply with this Release by providing written notice of revocation to the General Counsel of DCL no
later than three business days following such period.




          d. Executive further hereby covenants and agrees that this General Release shall be binding in
all respects upon himself/herself, his/her heirs, executors, administrators, assigns and
transferees and all persons claiming under them, and shall inure to the benefit of all of the
officers, directors, agents, employees, stockholders, members and partners and successors in
interest of DCL, as well as all parents, subsidiaries, affiliates, related entities and
representatives of any of the foregoing persons and entities.




          e. Executive agrees that he/she will not disparage any DCL Party or make or publish any
communication that reflects adversely upon any of them, including communications concerning DCL
itself and its current or former directors, officers, employees or agents.




     5. a. If any provision of this Release is found to be invalid, unenforceable or void for any
reason, such provision shall be severed from the Release and shall not affect the validity or
enforceability of the remaining provisions.



          b. DCL and Executive agree that this Release, consisting of three (3) pages, and the Agreement
in which this Release is incorporated, constitutes the entire agreement between them. The parties
further warrant that they enter into this Release freely.




          c. This Release shall be interpreted, enforced and governed by the laws of the State of
Maryland without regard to the choice of law principles thereof.




     IN
WITNESS WHEREOF, I have signed this General Release this ___ day of
                                        , 200_.



By:                                                            




Print Name:                                              




     Subscribed
and sworn to before me this ___ day of___, 200___.



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Notary Public
	 	 
	 

	 	My Commission Expires                              	 	 







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