exv10w10






Exhibit 10.10




EMPLOYMENT AGREEMENT




     This Amended and Restated Employment Agreement (“Agreement”) is made this 22nd day
of April, 2008 by and between Discovery Communications, LLC (“DCL”) and Roger F. Millay
(“Executive”) (herein referred to as “this Agreement”).



     WHEREAS, Executive entered into an employment agreement with Discovery Communications, Inc.
dated August 8, 2006;



     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 Senior Executive Vice
President, Chief Financial Officer upon the terms and conditions set forth in this
Agreement. Executive’s duties shall be consistent with his/her title and as
otherwise directed by DCL.
	 
	 	B.	 	DCL reserves the right to change the individual and/or position to
whom/which Executive reports and, if DCL deems it necessary, subject to
Section IV(D)(1)(b) hereof, the location where Executive works.
	 
	 	C.	 	Throughout his/her employment with DCL, Executive agrees to serve DCL
faithfully and to the best of his/her ability, and to devote his/her full business
time and energy to perform the duties arising under this Agreement in a
professional manner that does not discredit, but furthers the interests of DCL.






	II.	 	TERM OF EMPLOYMENT






	 	A.	 	Executive’s term of employment shall be three (3) years beginning on
September 29, 2006 and ending September 28, 2009 (“Term of Employment”).
	 
	 	B.	 	DCL shall have the option to renew this Agreement with Executive for an
additional term. If DCL wishes to exercise its option to renew this Agreement, it
will give Executive written notice of its intent to renew one hundred twenty (120)
days prior to the end of the Term of Employment. Executive and DCL then agree to
negotiate with each other exclusively and in good faith for the next ninety (90)
days of the Term of Employment. In the event DCL does not exercise its option to
renew this Agreement, this Agreement shall expire, and Executive shall
automatically become an at-will




 









 






	 	 	 	employee following the Term of Employment, provided, however, in the event
Executive is terminated not For Cause (as defined in Section IV(E)(1) hereof) at
any time during the three (3)-month period following expiration of the
Agreement, Executive’s Units, if any, shall be treated in accordance with
Section IV(F)(2) hereof.






	III.	 	COMPENSATION






	 	A.	 	Base Salary. DCL agrees to provide Executive with an annual
base salary of $550,000.00. Beginning September 29, 2006, 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 in accordance with DCL standard practices
and procedures.
	 
	 	B.	 	Bonus/Incentive Payment. In addition to the base salary paid
to Executive pursuant to Section III(A), Executive shall be eligible for an annual
incentive payment of 60 % of his/her base salary. Subject to satisfactory
performance by Executive, DCL guarantees a minimum incentive payment of $40,000.00
to Executive for the 2006 incentive plan year payable in March 2007. For
subsequent plan years, the portion of the incentive payment to be received by
Executive will be determined 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 will be paid in accordance with the
applicable incentive or bonus plan.
	 
	 	C.	 	Signing Bonus. In addition to the payments set forth above,
Executive will receive a one-time only signing bonus of $160,000.00, subject to
customary withholdings and deductions. The signing bonus will be paid to Executive
within thirty (30) days of his/her hire date. In the event that Executive should
terminate his/her employment other than for Good Reason (as defined below) within
one year of his/her hire date, Executive will be required to repay the signing
bonus to DCL in full. Otherwise, this signing bonus payment is non-contingent and
non-refundable.
	 
	 	D.	 	Benefits. Executive shall be entitled to participate in and to
receive any and all benefits generally available to executives at Executive’s level
in the company in accordance with the terms and conditions of the applicable plan
or arrangement.
	 
	 	E.	 	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”)). It shall be recommended that you be designated as a
participant in the Plan and be awarded 460,000 units with, and on, a grant date of
April 1, 2007, and any participation by Executive shall be in accordance with the
terms of the Plan and subject to the terms of this Agreement. If, however,
Executive’s employment under this Agreement is




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	 	 	 	terminated by DCL not For Cause as defined in Section IV(E)(1) of this
Agreement, notwithstanding anything set forth in the Plan, Executive will have
the right to be compensated under the terms set forth in Section IV(E) and its
subparts. In the event Executive and DCL do not enter into a new employment
agreement following expiration of this Agreement, Executive’s Units will be
treated in accordance with Sections II(B) and IV(F) hereof. 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.
	 
	 	F.	 	Relocation. Executive shall receive and be subject to DCL’s
relocation policy as the same may be modified from time to time.






	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
and compensation programs, which other benefits and compensation shall be paid in
accordance with the terms of such their governing documents, 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/she is unable to perform his/her 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/she is no longer disabled or
(ii) he/she 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 in the company
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




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	 	 	 	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 is convicted of any felony,
any lesser crime of sufficient import to potentially discredit or adversely
affect DCL’s reputation or ability to conduct its business in the normal
course, or any 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 engages in willful
misconduct in connection with the performance of Executive’s duties, DCL
may terminate Executive’s employment by written notice to the Executive.
	 
	 	2.	 	In the event that Executive materially neglects his/her
duties under Sections I (A) or (C) hereof 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 ten
(10) days from receipt of this notice. If no cure is achieved within this
time, or if Executive engages in the same Breach 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 may terminate this Agreement only for the
following Good Reasons: (a) material reduction in duties or
responsibilities; and (b) DCL’s material change in the location of the DCL
office where Executive works (e.g., not relocation to another location in
the Washington D.C. metropolitan area) (“Good Reason”) provided however,
that Executive must provide DCL with written notice of the existence of the
change constituting Good Reason within thirty-five (35) days of any such
event having occurred, and allow DCL thirty (30) days to cure the same. If
DCL so cures the change, Executive shall not have a basis for terminating
his employment for Good Reason with respect to such cured change. In
addition, Executive must exercise his right in writing to terminate this
Agreement for Good Reason within thirty-five (35) days of the effective
date of the applicable change, or such right shall be deemed waived.




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	 	2.	 	If Executive terminates this Agreement for Good Reason
before the Term of Employment has expired, consistent with DCL’s normal
payroll practices, within ten (10) days following the Release Deadline (as
defined below), DCL will commence to pay Executive the balance of his/her
annual base salary for the lesser of (a) twelve (12) months or (b) the
remainder of the Term of Employment (along with the Unit payment referred
to below, the “Separation Payment”). However, in no event shall this
Separation Payment be less than six (6) months of Executive’s annual base
salary. The salary portion of the Separation Payment will be paid in equal
increments on regular DCL paydays (based upon the number of months base
salary that is payable and the number of paydays per month), less required
deductions and withholdings, until the balance is paid in full. In
addition, Executive will be paid the portion of his/her Units in the Plan
that has vested as of Executive’s last day of employment according to the
terms of the Plan, whether such Units were granted under this Agreement or
otherwise. Such payment of the Executive’s Units shall be made within ten
(10) days following the Release Deadline. This Separation Payment
expressly is conditioned on Executive’s signing the Agreement and General
Release (“Release”, attached as Attachment 2 and incorporated by
reference).
	 
	 	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, Executive agrees that he/she will forfeit all
right and obligations to be compensated for any remaining portion of
his/her 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.






	 	E.	 	Termination Not For Cause.






	 	1.	 	(a) 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 (i) the balance of all Units as described below, and
(ii) all salary and bonuses/incentive payments for the lesser of (A)




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	 	 	 	twelve (12) months from Executive’s termination date or (B) the remainder
of the Term of Employment (“Severance Payment”). However, in no event
shall Executive receive less than six (6) months of his/her annual base
salary and six (6) months of continued participation in DCL’s incentive
or bonus plan. This Severance Payment expressly is conditioned on
Executive’s signing the Release.
	 
	 	 	 	(b) In the event (i) DCL demotes Executive during the Term of Employment
(i.e., reduces Executive’s DCL title below that stated in Section I(A)
hereof and materially reduces his authority and responsibilities), in the
absence of Executive’s breach of this Agreement, and subject to what is
described more fully below, upon Executive’s termination of employment,
Executive shall receive: (i) the balance of all Units as described below,
and (ii) all salary and bonuses/incentive payments for the lesser of (A)
twelve (12) months or (B) the remainder of the Term of Employment
(“Severance Payment”). However, in no event shall Executive receive less
than six (6) months of his/her annual base salary and six (6) months of
continued participation in DCL’s incentive or bonus plan. This Severance
Payment expressly is conditioned on (i) Executive providing notice of his
intent to terminate his employment as a result of the demotion and
allowing a cure period in the manner and duration set forth in Section
IV(D)(1) for a Good Reason termination, and (ii) Executive’s signing the
Release. Executive must exercise his rights under this paragraph in
writing within thirty-five (35) days of the effective date of the
applicable change or upon the change becoming known to him or such right
shall be deemed waived.
	 
	 	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. No Severance
Payment will be made if Executive violates the provisions of Section VI
hereof, in which case all Severance Payments shall cease, and those already
made shall be forfeited.
	 
	 	3.	 	DCL warrants that, at the time Executive is Terminated
not For Cause, if 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




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	 	 	 	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 salary portion of the Severance Payment will
commence to be paid in equal increments on regular DCL paydays (based upon
the number of months base salary that is payable and the number of paydays
per month) within ten (10) days following the Release Deadline (less
required deductions and withholdings) until the balance is paid in full.
	 
	 	5.	 	The bonus/incentive payment portion of the Severance
Payment will be paid in the year following the calendar year in which the
termination occurs on the date that DCL pays bonuses/incentive payments to
its other employees, and will be paid at the target amount set forth in
Section III(B), subject to the terms and conditions of the actual
bonus/incentive plan in effect at the time (e.g., Executive’s
bonus/incentive payment will be subject to reductions for DCL
under-performance or increases for DCL over-performance if DCL
under-performance or over-performance is a factor in determining bonus
awards, or for any change to the applicable bonus/incentive payment plan,
that may result in Executive’s receiving an amount that is less than the
target amount set forth in Section III(B)).
	 
	 	6.	 	On the day that Executive receives notice that he/she
has been Terminated not For Cause pursuant to this Section, any Units
granted to Executive will be deemed 100% vested. DCL will pay Executive
the value of the Units granted prior to and under this Agreement, as set
forth above, within ten (10) days following the Release Deadline.






	 	F.	 	Treatment of Units Upon Non-Renewal.






	 	1.	 	In the event that Executive and DCL do not enter into a
new agreement (whether or not DCL exercises its option to renew), and
Executive continues employment with DCL, upon expiration of this Agreement
and the Term of Employment, Executive’s employment shall be considered
at-will and Executive’s Units will thereafter be governed by the terms and
conditions of the Plan.
	 
	 	2.	 	In the event that DCL does not exercise its option to
renew Executive’s employment agreement under Section II(B) hereof and
terminates Executive’s employment within three (3) months following
expiration of the Agreement and the Term of Employment not For Cause,
Executive will receive the fully-vested value (i.e., accelerated vesting
versus actual vesting under the Plan) of any Units granted to Executive,
which will be paid according to the terms of the Plan




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	 	 	 	governing the time and manner of payment. (In the event such termination
not For Cause does not take place, subsequent to the date that is three
(3) months following expiration of the Term of Employment, Executive’s
Units will be governed by the terms and conditions of the Plan.)






	 	G.	 	Right To Offset. In the event that Executive secures
employment or any consulting or contractor or business arrangement for services
he/she performs during the period that any payment from DCL is continuing under
Section IV(D) or Section IV(E) hereof, Executive shall have the obligation to
timely notify DCL of the source and amount of payment (“Offset Income”). DCL shall
have the right to reduce the amounts it would otherwise have to pay Executive by
the Offset Income. Executive acknowledges and agrees that any deferred
compensation for his/her services from another source that are performed while
receiving Separation or Severance Payment from DCL, will be treated as Offset
Income (regardless of when Executive chooses to receive such compensation).
Executive agrees that timely failure to provide such notice or to respond to
inquiries from DCL regarding any such Offset Income shall be deemed a material
breach of this Agreement. Executive also agrees that DCL shall have the right to
inquire of third party individuals and entities regarding potential Offset Income
and to inform such parties of DCL’s right of offset under this Agreement with
Executive. Accordingly, Executive agrees that no further Separation or Severance
Payment from DCL will be made until or unless this breach is cured and that all
payments from DCL already made to Executive, during the time he/she failed to
disclose his/her Offset Income, shall be forfeited and must be returned to DCL upon
its demand. Any offsets made by the Company pursuant to this Section IV(F) shall
be made at the same time and in the same amount as a Severance Payment amount is
otherwise payable (applying the Offset Income to DCL’s payments in the order each
are paid) so as not to accelerate or delay the payment of any Severance Payment
installment.
	 
	 	H.	 	Upon termination under any of subsections A through E above or
termination by Executive other than under subsection D above, in addition to the
amounts provided for in this Section IV, DCL shall pay to Executive the
compensation and benefits otherwise payable to him under Section III through the
last day of his employment, consistent with DCL’s normal payroll practices. The
above payment shall include an amount equal to the pro-rated amount of any bonus
for the year in which termination occurs unless termination occurs under
subsections C or D. The pro-rated bonus amount provided by this Section H shall be
paid within ten (10) days following the Executive’s termination of employment.
Release Deadline (less required deductions and withholdings). Any benefits payable
pursuant to a benefits plan shall be payable in accordance with the terms of such
plan, including the terms governing the time and manner of payment.




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	V.	 	CONFIDENTIAL INFORMATION






	 	A.	 	Executive acknowledges his/her fiduciary duty to DCL. As a condition
of employment, 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/her 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.
	 
	 	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 any legal action for
which his/her 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/she is no longer in DCL’s employ.






	VI.	 	COVENANT NOT TO COMPETE






	 	A.	 	Executive covenants that if he/she is Terminated For Cause pursuant to
Section IV(C) hereof or terminates his/her 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/she 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 applicable laws, Executive and DCL agree that such
provisions shall be reformed to the maximum limitations permitted by the applicable
laws.
	 
	 	B.	 	If Executive is Terminated not For Cause, pursuant to Section IV(E)
hereof or terminates his/her employment for Good Reason, pursuant to
Section IV(D)(1) hereof, before expiration of the Term of Employment, Executive
will be released from this covenant not to compete. Should Executive choose to
provide any services to a Competitor, as defined in Section VI(A) hereof, during
the time he/she is receiving Separation or




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	 	 	 	Severance Payment from DCL, any such Separation or Severance Payment will be
reduced dollar for dollar by any Offset Income derived from services performed
for a Competitor. Executive acknowledges and agrees that any deferred
compensation from a Competitor will be treated as Offset Income (regardless of
when Executive chooses to receive such compensation from Competitor) and must
timely be disclosed to DCL, otherwise Executive will be in breach of this
Agreement, and Separation or Severance Payment from DCL will cease.
	 
	 	C.	 	If Executive works for DCL through and until the end of the Term of
Employment, DCL agrees that Executive will be released from the covenant not to
compete in Section VI(A) hereof.
	 
	 	D.	 	During his/her 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/year), he/she will not directly
solicit any employees of DCL or its subsidiary and affiliated companies to leave
their employment nor indirectly aid in the solicitation of such employees.
	 
	 	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 DCL’s President and Chief Executive
Officer.
	 
	 	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/she 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/her investments may not materially
interfere with Executive’s obligations and ability to provide services under this
Agreement.
	 
	 	G.	 	DCL shall notify Executive in writing of a violation of any provision
of this Section VI and Executive shall be afforded a one-time only opportunity to
cure the violation within ten (10) days from receipt of this notice. If no cure is
achieved within this time, in addition to any injunctive relief and damages to
which Executive acknowledges DCL would be entitled, all Separation or




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	 	 	 	Severance Payment to Executive, if any, shall cease, and those already made will
be forfeited.






	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, 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.




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	 	C.	 	Executive expressly acknowledges that DCL has advised Executive to
consult with independent legal counsel of his/her choosing to review and explain to
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 August 8,
2006, 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




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	 	 	 	of any such provision of this Agreement, references to a “resignation,”
“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




13









 






	 	 	 	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/ Roger F. Millay
 	 
	 	Executive 	 
	 	 	 
	 
	 	 	 
	 	                                              /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                      (“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 admit 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. Notwithstanding the foregoing, this release does not affect
Executive’s right to enforce DCL’s severance payment obligations under this Agreement.




          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 or 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 IV(D)(2) or
Section 1V(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. Executive acknowledges that he/she has been given
twenty-one (21) days to consider this Release, and that if Executive is over the age of forty (40),
Executive understands that he/she has seven (7) days following his/her execution of this Release in
which to revoke



2









 






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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