exv10w14






Exhibit 10.14




EMPLOYMENT AGREEMENT




          This Employment Agreement (“Agreement”) is made this 11 day of June, 2008 by and between
Discovery Communications, LLC (“Company”) and Brad Singer (“Executive”).




          As a condition to and in consideration of the mutual promises and covenants set forth in this
Agreement, Company hereby offers Executive and Executive hereby accepts employment upon the terms
and conditions set forth herein.





	I.	 	DUTIES, ACCEPTANCE, LOCATION






	 	A.	 	Company hereby employs Executive to render exclusive and full-time services as
Senior Executive Vice President, Chief Financial Officer at the Company’s offices in
Silver Spring, Maryland, reporting only to the Chief Executive Officer (and, as
appropriate to the Audit Committee of the Board of Directors of the Company) upon the
terms and conditions set forth herein. Executive’s duties shall be consistent with his
title and the duties of a chief financial officer for a corporation of similar size and
nature and as otherwise directed by Company consistent with those standards.
	 
	 	B.	 	Company reserves the right to change the location where Executive works if
Company deems it necessary, subject to Section IV.D.1.b hereof.
	 
	 	C.	 	Executive hereby accepts such employment and agrees to render the services
described above. Throughout his employment with Company, Executive agrees to serve
Company faithfully, and to devote his full business time and energy to perform the
duties arising under this Agreement in a professional manner that is intended to
further the interests of Company. However, provided that the following activities do
not materially interfere with the Executive’s duties and responsibilities as Senior
Vice President, Chief Financial Officer, or violate the Executive’s fiduciary duties to
the Company, the Executive may (i) serve on boards, committees and commissions of
charitable organizations, (ii) manage his personal investments, and (iii) serve on the
boards of directors of other companies, provided, that in the case of service on the
board of directors of other companies, such other companies at all times maintain in
effect directors liability insurance polices with appropriate levels of coverage, and
provided further in the case of service on the boards of charitable and other
companies, that the Board of Directors of the Company (“Board”) (or its designee) shall
have given its prior written consent. Attachment 3 is a list of all organizations and
other companies for which Executive currently serves as a director for which service is
approved.






	II.	 	TERM OF EMPLOYMENT






	 	A.	 	Subject to Section IV, Executive’s term of employment shall be three (3) years
beginning on July 15, 2008 or shortly thereafter as agreed upon by the parties




 









 












	 	 	 	(Employment Commencement Date) and ending three years after the Employment
Commencement Date (the “Original Term”).
	 
	 	B.	 	This agreement shall automatically renew for one additional three (3) year term
(the “Renewal Term”) unless either party gives the other written notice at least 90
days prior to the end of the Original Term. If the Company gives notice of nonrenewal
of the Original Term (but not the Renewal Term) Executive shall be entitled to
severance as if he was terminated without Cause.
	 
	 	C.	 	The period during the Original Term and the Renewal Term during which the
Executive is employed by the Company shall be referred to as the “Term of Employment”.
If Executive remains employed with the Company beyond the end of the Renewal Term,
unless it is pursuant to another written agreement, it shall be treated as employment
at will and such employment may be terminated by either party at any time for any
reason or no reason.






	III.	 	COMPENSATION






	 	A.	 	Base Salary; Sign-On Bonus. Company agrees to provide Executive with
an annual base salary rate of $750,000.00. Beginning on the Employment Commencement
Date, this sum will be paid over the course of twelve months, in increments paid on
regular Company paydays, less such sums as the law requires Company to deduct or
withhold. Executive’s future salary increases will be reviewed (and Executive shall be
eligible for such review commencing in March, 2009) and decided in accordance with
Company’s standard practices and procedures. Executive’s base salary, once increased,
shall not be reduced during the Term of Employment. Company agrees to pay Executive a
sign-on bonus in the amount of $35,000, such amount to be paid to Executive within
thirty (30) days following the Employment Commencement Date.
	 
	 	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 target of 75% of his base salary. The portion of the incentive
payment to be received by Executive will be determined in accordance with Company’s
applicable incentive or bonus plan in effect at the time of award and will be paid in
accordance with the applicable incentive or bonus plan payment schedule in the calendar
year following the calendar year for which the bonus is paid. For FY 2008 only,
Company shall guarantee Executive’s bonus payment at $470,000. In addition, for FY
2008 only, Executive shall be eligible to receive a discretionary performance bonus to
be determined at the sole discretion of the CEO and the Compensation Committee of the
Board (the “Compensation Committee”) based upon individual performance and the success
of the transition of the Company to a Reporting Company as defined below. In the event
that the FY 2008 discretionary performance bonus is awarded, it shall be awarded and
paid in accordance with the schedule of payments established by the Company’s
applicable incentive or bonus plan in the 2009 calendar year.




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	 	C.	 	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.
	 
	 	D.	 	Long Term Incentive. If and when the Company becomes a reporting
company under Section 12 of the Securities Exchange Act of 1934 with respect to its
equity securities (a “Reporting Company”), the Company shall recommend to the Board
that the Compensation Committee award to Executive within 10 days of becoming a
Reporting Company the following equity grants:






     1. a stock option award under the Reporting Company’s equity plan with
an economic value of $1,600,000 determined by dividing such value by the per
share Black Scholes value of Discovery Holding Company’s (“DHC”) common
stock (as generally used and calculated by the Company for purposes of
compensatory targets (and not necessarily as used for financial reporting
purposes)) on Executive’s Employment Commencement Date. Such award shall
vest and become exercisable at no less than the rate of 25% per year
beginning on July 15, 2009 and shall include such other terms and conditions
as the Compensation Committee establishes in good faith under the applicable
equity plan. Executive shall be considered for a stock option award in 2009
which award, if any, shall be in the discretion of the Compensation
Committee.




     2. A sign-on make up stock option award under the Reporting Company’s
equity plan with an economic value of $3,000,000 determined by dividing such
value by the per share Black Scholes value of DHC’s common stock (as
generally used and calculated by the Company for purposes of compensatory
targets (and not necessarily as used for financial reporting purposes)) on
Executive’s Employment Commencement Date. Such award shall vest and become
exercisable at no less than the rate of 25% per year beginning on July 15,
2009, and shall include such other terms and conditions as the Compensation
Committee establishes in good faith under the applicable equity plan,
provided however, that if Company terminates Executive’s employment not for
Cause (as defined below), if Executive terminates his employment for Good
Reason (as defined below), or if Executive’s employment terminates as a
result of the Company not renewing the Original Term prior to the options
awarded hereunder becoming fully vested, such options shall, subject to
Executive providing the Company with an effective release required by
Section IV.D.3 hereof, become 100% vested and shall become and remain fully
exercisable (to the extent not previously exercised) for a period of one
hundred fifty (150) days following the date on which the termination of
Executive’s employment from the Company occurs, or if earlier, the
expiration of the option’s term.




     3. The exercise price for the stock options granted under this section
shall be the higher of the fair market value of DHC common stock



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on the Employment Commencement Date or the fair market value of the
Reporting Company’s common stock on the grant date, fair market value in
each case to be determined in the manner provided under the applicable
equity plan.




     4. The number of shares pursuant to the option granted pursuant to
Section III.D.1 and Section III.D.2 assume a conversion ratio of 1 for 1
from DHC common stock to the Reporting Company’s common stock with no price
adjustment upon conversion. To the extent there is a different conversion
ratio or price adjustment, the calculation as to the options granted
pursuant to this subsection will be adjusted accordingly.




     5. Should the fair market value of the Reporting Company’s common stock
at the date of grant of the options provided for in Section III.D.1 and
Section III.D.2 be greater than the fair market value of DHC’s common stock
at the Employment Commencement Date, Executive shall be entitled to receive
a cash payment payable and determined as described in, and subject to the
terms and conditions of the Loss Value Payment Addendum attached hereto as
Attachment 1.




     6. If the Company does not become a Reporting Company under the
Securities Exchange Act of 1934 within eighteen (18) months of the
Employment Commencement Date, Sections III.D.1 to (4) shall be null and
void, and if Executive is then employed by the Company, the Company shall
provide Executive with an equity interest in the Company with a value of
$4,600,000 (adjusted to reflect changes in value from he Employment
Commencement Date) in a form determined in good faith by the Board and which
shall be reasonably acceptable to the Executive. For any such equity
interest, Executive shall be credited with his prior service and otherwise
reflect terms to which the parties agreed with respect to the original
grants.




     7. The Company shall permit you to exercise the stock options awarded
to you under this section through a broker-facilitated cashless exercise
program to the extent allowed by law and in accordance with Company policies
relating to the exercise of stock options (such as, by way of example, the
Company’s insider trading policies). Upon the Company becoming a Reporting
Company and provided that it may do so under applicable law, it shall
proceed, in a timely manner, to register the stock option plans (or other
long-term incentive plans pursuant to which the stock options awarded to
Executive have been granted) with the Securities and Exchange Commission in
a Form S-8 filing or other appropriate registration statement.



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	 	E.	 	Relocation. 






	 	1.	 	Executive shall receive and be subject to Company’s relocation
policy, as the same may be modified from time to time, and receive all benefits
afforded under Company’s relocation policy; provided, however, that (i)
Executive’s relocation benefit allowance shall be increased to a maximum
relocation benefit allowance of $1,750,000, including a tax gross up, which
amount shall include a benefit allowance for financial loss, if any, incurred
by Executive on the sale of Executive’s primary residence in Boston,
Massachusetts which he owns as of the execution date of this Agreement, and
(ii) all reimbursements of allowable expenses shall be paid to Executive by the
Company on December 15, 2009. No amount shall be reimbursed if the expense is
incurred after December 1, 2009.
	 
	 	2.	 	If Executive’s primary residence has not been sold on or before
November 1, 2009, for purposes of determining any loss on the sale of his
primary residence, his primary residence shall be appraised on or before
December 1, 2009 by an appraiser acceptable to both parties (which acceptance
shall not be unreasonably withheld by either party) and Executive shall be
reimbursed with respect to this sale of his primary residence under this
Section III.E as if his primary residence had been sold by him on the date of
the appraisal. For purposes of this Section III.E, in order to determine the
financial cost basis of Executive’s primary residence, such cost shall be the
sum of Executive’s capital purchase cost plus the upgrade costs for work on the
residence which has been scheduled as of the date of execution of this
Agreement, with such capital purchase cost and upgrade costs together being
referred to as the “Residence Cost”. Executive shall provide to Company within
60 days of the execution date of this Agreement, subject to verification by the
Company, appropriate documentation of Executive’s primary Residence Cost as
defined herein.
	 
	 	3.	 	In order to be reimbursed for an expense, Executive must not
have either voluntarily resigned (other than for Good Reason) or been
terminated for Cause prior to the date on which the Company would otherwise
make payment of the reimbursement. If in breach of this Agreement, Executive
voluntarily resigns (other than for Good Reason), or if Executive has been
terminated for Cause within eighteen (18) months of his commencement of
employment, Executive shall, within thirty (30) days after his termination of
employment, reimburse Company for all payments received by the Executive
pursuant to this Section III.E.






	IV.	 	TERMINATION OF EMPLOYMENT AND AGREEMENT






	 	A.	 	Death. If Executive should die during the Term of Employment,
Executive’s employment shall terminate. In the event of Executive’s death during the
Term of Employment, Company shall pay to Executive’s estate, within thirty (30) days of
Executive’s death, a pro rata portion of the Executive’s bonus for the year in which
his death occurs, determined at target level. No further amounts or benefits shall be
payable except those benefits that may vest in accordance with the




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controlling documents for other relevant Company benefits programs, which shall be
paid in accordance with the terms of such other Company benefit programs, including
the terms governing the time and manner of payment. For purposes of this Agreement,
Executive’s death during the Term of Employment shall not constitute a voluntary
termination of employment by Executive.




	 	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 or 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, Company 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 the foregoing case, except as provided below, no further amounts or
benefits shall be payable to Executive, except that until (i) he is no longer disabled
or (ii) he becomes 65 years old — whichever happens first — Executive shall 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 the Company executives at Executive’s level in the Company generally,
provided that in the case of any continued coverage under one or more of Company’s
medical plans, if Company in good faith determines that the provision of continued
medical coverage at Company’s sole or partial expense may result in Federal taxation of
the benefit provided thereunder to Executive or his dependents because such benefits
are provided by a self-insured basis by Company, then Executive shall be obligated to
pay the full monthly cost for such coverage. In the event the Company terminates
Executive’s employment during the Term of Employment due to physical or mental
disability, Company shall pay to Executive or to his representative, within thirty (30)
days of Executive’s termination date, a pro rata portion of the Executive’s bonus for
the year in which the termination occurs, determined at target level. For purposes of
this Agreement, Executive’s termination of employment by Company during the Term of
Employment due to Executive’s physical or mental disability shall not constitute a
voluntary termination of employment by Executive.
	 
	 	C.	 	Termination For Cause.






	 	1.	 	The Company may terminate Executive’s employment at any time
for Cause. For purposes of this Agreement, “Cause” shall mean the occurrence
of any of the following:






	 	a.	 	The willful and continued failure by Executive
to substantially perform his duties under this Agreement (other than
any such failure resulting from the Executive’s death or incapacity due
to mental or physical disability, as determined by the Company in good
faith);




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	 	b.	 	Executive’s willful failure to follow the
lawful written direction of the Chief Executive Officer or the Board;
	 
	 	c.	 	The indictment, of Executive for, or his
conviction of or plea of guilty or nolo contendre to, a felony or any
other crime involving moral turpitude or dishonesty for which there may
be imposed a sentence of incarceration of a year or more;
	 
	 	d.	 	Executive’s willfully engaging in misconduct
with regard to the Company or in the performance of his duties for the
Company (including theft, fraud, embezzlement, or securities law
violations);
	 
	 	e.	 	Executive’s willfully engaging in misconduct
(other than with regard to the Company or in the performance of his
duties for the Company) that has a material negative impact on the
Company, economically or as to its reputation.






	 	2.	 	For purposes of Section IV.C.1.d, no act, or failure to act, on
the part of Executive shall be considered “willful,” unless done, or omitted to
be done by him in bad faith and without reasonable belief that his action or
omission was in, or not opposed to, the best interest of the Company.
	 
	 	3.	 	In the event Executive commits any of the conduct described in
Section IV.C.1.a or b, the Company shall provide Executive with written notice
that such conduct is occurring and Executive will be afforded a one-time only
opportunity to cure the same within 10 days from the giving of the notice.
	 
	 	4.	 	Prior to any termination for Cause, Executive shall be given
seven (7) days written notice specifying the alleged Cause event and will be
entitled to appear (with counsel) before the Board to present information
regarding his views on the Cause event and whether he should be terminated for
Cause. Such termination for Cause shall occur only after such hearing and then
by a vote of at least a majority of the full Board (other than Executive, if he
is then a member of the Board) to terminate him for Cause, having determined in
good faith that Executive has acted in the manner claimed. After providing the
notice in the first sentence, the Board may suspend Executive with full pay and
benefits until a final determination pursuant to this section has been made
without such suspension being Good Reason or a breach of this Agreement.
	 
	 	5.	 	Upon the Executive’s termination For Cause, Executive shall
only be entitled to receive any amounts or benefits hereunder that have been
earned or vested at the time of such termination in accordance with the terms
of the applicable governing Company plan(s), (including the provisions of such
plan(s) governing the time and manner of payment), and/or as may be required by
law. “Cause” as used in any such Company




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	 	 	 	plan shall be deemed to mean solely the commission of the acts described in
Section IV.C.1 hereof (after giving effect to the cure opportunity described
therein).






	 	D.	 	Termination Of Agreement By Executive for Good Reason/Termination of
Agreement by Company Not For Cause and Non-Renewal of Agreement.






	 	1.	 	Company may terminate Executive’s employment not for Cause (as
“Cause” is defined above) (and other than for Death or Disability), and
Executive may terminate his employment and this Agreement for “Good Reason” as
provided herein. “Good Reason” for purposes of this Agreement shall only mean
the occurrence of any of the following events without Executive’s consent: (a)
a material reduction in Executive’s title, duties or responsibilities; or
change in his reporting relationship; (b) Company’s relocation to a location
outside the Washington DC metropolitan area; or (c) a material breach of this
Agreement, provided however, that Executive must provide the Company with
written notice of the existence of the event constituting Good Reason within
forty-five (45) days of his knowledge of any such event having occurred, and
allow the Company thirty (30) days to cure the same. If Company so cures the
change, Executive shall not have a basis for terminating his/her employment for
Good Reason with respect to such cured change. If such event is not cured
within such thirty (30) day period, Executive’s employment shall terminate for
Good Reason at the end of such thirty (30) day period.
	 
	 	2.	 	If (i) Company terminates Executive’s employment not for Cause
(and other than for Death or Disability), (ii) if Executive terminates his
employment for Good Reason, or (iii) if the Original Term of Employment expires
as a result of notice of non-renewal by the Company, then the following
payments (“Severance Payment”) will be made:






(a) Consistent with the Company’s normal payroll practices, within
thirty (30) days following the last day of the Release Deadline (as
defined below), Company will commence to pay Executive his annual base
salary for the balance (from the date of termination of employment) of
the Original Term or Renewal Term, as the case may be, to be paid in
equal increments on regular Company paydays (based upon the number of
months base salary that is payable and the number of paydays per month),
until the balance (less required deductions and withholdings) is paid in
full (with a catchup in the initial payment for amounts due between the
date of termination of employment and the first payment date).
Notwithstanding the date of termination under this subsection, Executive
will be paid a minimum of twelve (12) months base salary.



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(b) In addition, Executive will be paid, within thirty (30) days
following the last day of the Release Deadline (as defined below), the
prorated portion of his bonus under the Company’s incentive or bonus plan
based on target level achievement of Company results (and, if applicable,
target levels for the Executive) for the year in which the termination
occurs.




(c) The sign-on make up stock option award provided for in Section III
D.2 of this Agreement shall become 100% vested and shall become and
remain fully exercisable (to the extent not previously exercised) for a
period of one hundred fifty (150) days following the date on which the
termination of Executive’s employment from the Company occurs, or if
earlier, the expiration of the option’s term.




	 	3.	 	No Severance Payment will be made if Executive fails to sign a
release in the form attached hereto. Such release must be executed and become
effective within the sixty (60) calendar day period following the date of
Executive’s “separation from service” within the meaning of Section 409A (the
last day of such period being the “Release Deadline”). No Severance Payment
will be made if Executive violates the provisions of Section VI hereof, and in
such case, payment of the Severance Payment shall cease, any portion of the
Severance Payment already made shall be promptly repaid, and all outstanding
options shall be forfeited. If Executive exercises any portion of the sign-on
make up stock option award provided for in Section III.D.2 of this Agreement
after the date of his termination of employment and fails to provide the
Company with an effective release, Executive shall repay to the Company, within
ten (10) days of the Release Deadline, an amount equal to the gross income
realized him as a result of such exercise. The Company shall provide Executive
with written notice prior to ceasing payment of the Severance Payment to
Executive or declaring Executive’s stock options forfeited pursuant to this
subsection.
	 
	 	4.	 	Company agrees that if, at the time Executive is Terminated not
For Cause, or Executive terminates his employment for Good Reason, Company 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 the extra amounts under such
standard severance policy, provided, that the payment schedule provided in the
Company’s standard severance policy shall apply only to the portion of the
amount payable under the standard severance policy that exceeds the Severance
Payment and the remainder shall be paid under the Severance Payment provisions.




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	 	5.	 	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
Company 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, Severance Payment, bonus/incentive payment, pursuant to other Company
plans or policies, or otherwise, except as may be required by law.






	 	E.	 	Right to Offset. In the event that Executive secures
employment or any consulting or contractor or business arrangement for services he
performs during the period that any payment from Company is continuing under
Section IV.D hereof, Executive shall have the obligation to timely notify Company
of the source and amount of payment (“Offset Income”). Company shall have the
right to reduce any amount it would otherwise have to pay Executive as part of its
Severance Payment obligation in excess of the aggregate of (i) 12 months base
salary and (ii) the pro rata target bonus amount by the Offset Income. Executive
acknowledges and agrees that any deferred compensation for his services from
another source that are performed while receiving Severance Payment from Company,
will be treated as Offset Income (regardless of when such compensation is
received). Executive agrees that timely failure to provide such notice or to
respond to inquiries from Company regarding any such Offset Income shall be deemed
a material breach of this Agreement. Executive also agrees that Company shall
have the right to inquire of third party individuals and entities regarding
potential Offset Income and to inform such parties of Company’s right of offset
under this Agreement with Executive. Accordingly, Executive agrees that no
further Severance Payment from Company will be made until or unless this breach is
cured (and any payment not made within such period shall be permanently forfeited)
and that all payments from Company already made to Executive, during the time he
failed to disclose his Offset Income, shall be forfeited and must be returned to
Company 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 the Company’s payments
in the order each are paid) so as not to accelerate or delay the payment of any
Severance Payment installment. The Company shall provide Executive with written
notice prior to exercising its offset rights pursuant to this Section VI.E to
forfeit Severance Payment amounts as the result of Executive failure to provide
information.






	V.	 	CONFIDENTIAL INFORMATION






	 	A.	 	Executive acknowledges his fiduciary duty to Company. As a condition of
employment, Executive agrees to protect and hold in a fiduciary capacity for the




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	 	 	 	benefit of Company all confidential information, knowledge or data, including the
terms of this Agreement and, without limitation, all trade secrets relating to
Company or any of its subsidiaries, and their respective businesses, (i) obtained by
the Executive during his employment by Company 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 Company, Executive
shall not communicate or divulge any such information, knowledge or data to anyone
other than Company and those designated by it, without the prior written consent of
Company.
	 
	 	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 Company, whether confidential or not, Executive agrees to use
his reasonably business efforts to provide Company with written notice of this subpoena
or order so that Company may timely move to quash, if appropriate and available.
	 
	 	C.	 	Executive also agrees to cooperate with Company in any legal action for which
his participation is needed. Company 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
Company’s employ and to pay him for any travel expenses incurred, to the extent he
cooperates after his employment ends.






	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 Company, he will not perform any work on, related to, or respecting
non-fiction television programming or engage in any activities on behalf of any company
or any entity related to nonfiction television programming services for distribution to
cable, satellite and/or other multi-channel distribution platforms (any such company or
entity, a “Competitor”). Executive agrees that this Section VI.A is a material part of
this Agreement, breach of which will cause Company 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 Company agree that such provisions shall be reformed
to the maximum limitations permitted by the applicable laws.
	 
	 	B.	 	If Executive is Terminated not For Cause, terminates his employment for Good
Reason pursuant to Section IV.D.1 hereof, before expiration of the Term of Employment,
or the Company exercises its right not to renew the Original Term pursuant to Section
II.C hereof, Executive will be released from the covenant not to compete in Section
VI.A hereof.




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	 	C.	 	If Executive works for Company through and until the end of the Original Term,
Company, or if the term is renewed, the end of the Renewal Term, Company agrees that
Executive will be released from the covenant not to compete in Section VI.A hereof.
	 
	 	D.	 	During his employment and upon termination of Executive’s employment with
Company, 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 Company 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 Company, 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. This Section VI.E is not intended to prohibit Executive from
serving on boards, commissions, and committees or managing his personal investments as
permitted by Section I.C of this Agreement.
	 
	 	F.	 	Throughout the period that Executive is an employee of Company, Executive
agrees to disclose to Company 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 Company’s Competitor or that Company 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, in
addition to any injunctive relief and damages to which Executive acknowledges Company
would be entitled, all Severance Payment to Executive, if any, shall cease, those
already made shall be promptly repaid, all outstanding options shall be forfeited, and
Executive shall promptly repay to the Company an amount equal to the gross income
realized him as a result of any exercise by him after his employment termination date,
of any portion of the sign-on make up stock option award. The Company shall provide
Executive with written notice prior to ceasing payment of the Severance Payment to
Executive or declaring Executive’s stock options forfeited.




12









 












	VII.	 	ARBITRATION






	 	A.	 	Submission To Arbitration. Company and Executive agree to submit to
arbitration all claims, disputes, issues or controversies between Company and Executive
or between Executive and other employees of Company or its subsidiaries or affiliates
(collectively “Claims”) directly or indirectly relating to or arising out of
Executive’s employment with Company 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, whether
involving employment or other matters under this Agreement shall be presented to the
American Arbitration Association (“AAA”) in accordance with its applicable rules for
employment disputes. 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
Company 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.
	 
	 	C.	 	Executive expressly acknowledges that Company has advised Executive to consult
with independent legal counsel of his choosing to review and explain to




13









 






	 	 	 	Executive the legal effect of the terms and conditions of this Agreement prior to
Executive’s signing this Agreement.






	 	D.	 	This Agreement (along with any plans, programs, or agreements referred to
herein) supersedes any and all other agreements, either oral or in writing, between the
parties with respect to the employment of Executive by Company, 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 any provision in Section
IV of this Agreement and any applicable equity plan, the terms of this Agreement
govern. 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 Company 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.
	 
	 	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,” “termination,” “termination of employment” or
like terms shall mean Separation from Service.
	 
	 	4.	 	If Company is a Reporting Company and 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:




14









 












	 	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.
	 
	 	c.	 	In determining the amounts that are subject to
the six-month delay requirement described above, the Company shall use
all exclusions from the six-month delay rule that are available to the
payments made to the 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. This provision shall not apply to amounts due under
Section III.E, which is intended to comply with the short-term deferral
exemption under Section 409A and not the expense exemption therefrom.
	 
	 	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 date of payment
within the specified period shall be within the sole discretion of the Company.




15









 












	 	7.	 	The Company shall indemnify (on a basis which holds him
harmless from any taxes, interest and penalties on such amounts and the amounts
paid hereunder) Executive for the amount of any additional tax or interest
which Executive becomes obligation to pay as a result of this Agreement or the
payments provided for hereunder not satisfying the requirements of Section 409A
(“Section 409A Penalties”), provided that Executive has timely complied with
the Company’s reasonable request made in good faith to reform any noncompliant
provision (it being understood by the parties that whenever the Company shall
undertake to reform any provision of this Agreement to comply with Section
409A, it shall do so in a manner to maintain, to the maximum extent
practicable, the original intent of the applicable provision without incurring
any additional compensation expense as a result of such reformation).
Executive shall notify Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by Executive of any
Section 409A Penalties. Such notification shall be given as soon as
practicable but no later than ten (10) business days after Executive is
informed in writing of such claim and shall fully apprise Company of the nature
of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the thirty (30)
day period following the date on which he gives such notice to Company (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due). If Company notifies Executive in writing prior to the
expiration of such period that it desires to contest such claim, Executive
shall (i) give Company any information which is in Executive’s possession
reasonably requested by Company relating to such claim, (ii) take such action
in connection with contesting such claim as Company shall reasonably request in
writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by
Company, (iii) cooperate with Company in good faith in order to effectively
contest such claim, and (iv) permit Company to participate in any proceedings
relating to such claim. Company shall bear and pay directly all costs and
expenses incurred in connection with such contest. Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as
Company shall determine. If Executive is required to extend the statute of
limitations to enable Company to contest such claim, Executive may limit this
extension solely to such contested amount. The payment rules for reimbursement
of costs and expenses or in-kind benefits set forth in Section VIII.G.5 shall
apply to payments made by the




16









 












Company to Executive pursuant to this Section VIII.G.7., and all indemnity
payments made by Company pursuant to this Section VIII.G.7 shall be made on
or before the last day of Executive’s taxable year following the taxable
year in which the right to indemnity under this Section VIII.G.7 arose.
This indemnity obligation of the Company shall survive the Executive’s
termination of employment.




	 	H.	 	This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors, heirs (in the case of the Executive) and assigns. The
rights or obligations under this Agreement may be not be assigned or transferred by
either party, except that such rights or obligations may be assigned or transferred
pursuant to a merger or consolidation in which the Company is not the continuing
entity, or the sale or liquidation of all or substantially all of the assets of the
Company; provided, however, that the assignee or transferee is the successor to all or
substantially all of the assets of the Company and such assignee or transferee assumes
the liabilities, obligations and duties of the Company, as contained in this Agreement,
either contractually or as a matter of law.
	 
	 	I.	 	This Agreement may be executed with electronic signatures, in any number of
counterparts, as shall subsequently be executed with actual signatures. The
electronically signed Agreement shall constitute one original agreement. Duplicates
and electronically signed copies of this Agreement shall be effective and fully
enforceable as of the date signed and sent.
	 
	 	J.	 	Mutual Non-Disparagement.






	 	1.	 	During the Employment Term and thereafter, the Executive agrees
to refrain from making any public statements (or authorizing any statements to
be reported as being attributed to the Executive) that are critical, derogatory
or which may tend to injure the reputation or business of the Company or any of
its affiliates or any of its or their officers, directors or employees.
	 
	 	2.	 	During the Employment Term and thereafter, the Company will
instruct its senior officers and directors not to make any public statements
(or authorizing any statements to be reported as being attributed to the
Company), that are critical, derogatory or which may tend to injure the
reputation or business of the Executive. In addition, Company will not issue
any press release or make any public statement authorized by a senior officer
or director of the Company, which press release or statement is of a type
described in the foregoing sentence.
	 
	 	3.	 	Sections VIII.L.1 and VIII.L.2 shall not apply to statements
made in good faith in the course of administrative, judicial, or arbitral
proceedings or to statements made in good faith by a party to rebut statements
made by the





17









 






other party in breach of these provisions. Further, Section VIII.L.2 shall
not apply to statements made by the Company or Executive in good faith in
the discharge of its or his fiduciary responsibilities, and in the course of
fulfilling its reporting and filing obligations as a Reporting Company.




	 	K.	 	The Company agrees, to the fullest extent permitted by applicable law and
Company’s organizational documents, to indemnify the Executive and hold him harmless
against and in respect of any and all actions, suits, proceedings, claims, demands,
judgments, costs, expenses (including reasonable attorney’s fees, losses, and damages
resulting from the Executive’s good faith performance of his duties and obligations
with the Company and that such indemnification shall be no less comprehensive than that
provided to the Company’s other senior officers. The manner in which the Company shall
discharge its obligation under this subsection shall be determined by the applicable
Board policy for indemnification of officers. This obligation shall survive the
termination of Executive’s employment with the Company.
	 
	 	L.	 	Executive represents and warrants to the Company that he has the legal right to
enter into this Agreement and to perform all of the obligations on his part to be
performed hereunder in accordance with its terms and that he is not a party to any
agreement or understandings, written or oral, which would be violated by him entering
into this Agreement or performing his obligations hereunder.
	 
	 	M.	 	Company represents and warrants to Executive that it has the legal right to
enter into this Agreement and to perform all of the obligations on its part to be
performed hereunder in accordance with its terms and that the undersigned officer of
the Company has been duly authorized to execute this Agreement on behalf of the
Company.
	 
	 	N.	 	Executive hereby acknowledges and agrees that if the Company is a Reporting
Company, he will be subject to Section 304 of the Sarbanes-Oxley Act of 2002 and that
pursuant thereto he may under certain circumstances be obligated to pay back to the
Company certain amounts previously received by him. Furthermore, Executive hereby
agrees that he shall pay back to the Company upon request of the Board, the Board’s
audit committee, or a committee of independent board members, amounts previously
received by him from the Company as bonuses or other incentive compensation, the
payment of which was due in part to the financial performance of the Company, or any
division thereof, that are subsequently determined to be materially incorrect as a
result of his willful (as defined in Section IV.C.2 hereof) misconduct or gross
negligence. Before any repayment shall be required of Executive under this subsection,
Executive shall have been provided with written notice of the circumstances which the
Board or committee believes entitles it to request a repayment under this subsection
and an opportunity to appear (with counsel) before the Board or committee charged with
making the determination.




18









 












	 	O.	 	All notices and other communications to be made or otherwise given hereunder
shall be in writing and shall be deemed to have been given when the same are (i)
addressed to the other party at the mailing address, facsimile number or email address
indicated below, and (ii) either: (a) personally delivered or mailed, registered or
certified mail, first class postage-prepaid return receipt requested, (b) delivered by
a reputable private overnight courier service utilizing a written receipt or other
written proof of delivery, to the applicable party, (c) faxed to such party, or (d)
sent by electronic email. Any notice sent in the manner set forth above by United
States Mail shall be deemed to have been given and received three (3) days after it has
been so deposited in the United States Mail, and any notice sent in any other manner
provided above shall be deemed to be given when received. The substance of any such
notice shall be deemed to have been fully acknowledged in the event of refusal of
acceptance by the party to whom the notice is addressed. Until further notice given in
according with the foregoing, the respective addresses, fax numbers and email addresses
for the parties are as follows:





	 	 	 
	If to Company:

	 	With
a copy to:

	 
	 	 
	Discovery Communications, LLC

	 	Lawrence Z. Lorber, Esq.

	One Discovery Place

	 	Proskauer Rose LLP

	Silver Spring, MD 20910-3354

	 	1001 Pennsylvania Ave., NW

	Attention: Fabienne Clermont, Esq.

	 	Suite 400

	Fax: (240) 662-8656

	 	Washington, DC 20004

	Email: fabienne_clermont@discovery.com

	 	Fax: (202) 416-6899

	 
	 

	 	Email:llorber@proskauer.com

	 
	 	 
	If to Executive:

	 	With a copy to:
	 
	 	 
	To the Executive’s home

	 	Alvin H. Brown
	address reflected in the

	 	Simpson Thacher & Bartlett LLP
	Company’s records.

	 	425 Lexington Avenue
	 

	 	New York, NY 10017
	 

	 	Fax:
	 
	 

	 	Email: abrown@stblaw.com






19









 





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




	 	 	 
	 

	 	/s/ Brad Singer
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	Executive
	 
	 	 
	 

	 	/s/ Ted Stewart
	 

	 	 
	 
	 	 
	 

	 	     Ted Stewart, SVP, Total Rewards
	 

	 	 
	 
	 	 
	 

	 	Discovery Communications, LLC






20









 





ATTACHMENT 1




Loss Value Payment Addendum




I. Determination



If, pursuant to Section III.D.3 of the Agreement, the fair market value of the Reporting Company’s
common stock on the date of grant exceeds the fair market value of the DHC common stock on the
Employment Commencement Date (resulting in the exercise price for the stock options granted
pursuant to Sections III.D.1 and III.D.2 of the Agreement being the fair market value of the
Reporting Company’s common stock on the date of grant), the Executive shall be eligible for the
following:





	 	1.	 	An amount equal to the difference between the two fair market values
multiplied by the number of shares subject to the grant made pursuant to Section
III.D.1 (such number of shares to be calculated on the Employment Commencement
Date) (the “D1 Amount”); and
	 
	 	2.	 	An amount equal to the difference between the two fair market values
multiplied by the number of shares subject to the grant made pursuant to Section
III.D.2 (such number of shares to be calculated on the Employment Commencement
Date) (the “D2 Amount”).




The foregoing numbers of shares and the common stock fair market values shall be appropriately
adjusted for changes in share number pursuant to a stock split and similar restructuring events.




II. Payment



The amounts determined under Section I of this Loss Value Addendum shall be paid as follows:





	 	1.	 	Seventy-five percent (75%) of the D1 Amount shall be paid to Executive
on the third anniversary of the Employment Commencement Date if Executive is then
employed by the Company, but no portion of the D1 Amount shall be paid to Executive
if the Executive is not then employed by the Company for any reason;
	 
	 	2.	 	Twenty-five percent (25%) of the D1 Amount shall be paid to Executive
on the fourth anniversary of the Employment Commencement Date if Executive is then
employed by the Company, but no portion of this balance of the D1 Amount shall be
paid to Executive if the Executive is not then employed by the Company for any
reason;




21









 












	 	3.	 	Seventy-five percent (75%) of the D2 Amount shall be paid to Executive
on the third anniversary of the Employment Commence Date if Executive is then
employed by the Company or if prior to such third anniversary, the Executive’s
employment had been terminated by the Company without Cause, Executive had
terminated his employment with the Company for Good Reason, or the Company did not
renew the Original Term; but if Executive is not then employed by the Company for
any other reason, no portion of the D2 Amount shall be paid to Executive; and
	 
	 	4.	 	Twenty-five percent (25%) of the D2 Amount shall be paid to Executive
on the fourth anniversary of the Employment Commence Date if Executive is then
employed by the Company or if prior to such third anniversary, the Executive’s
employment had been terminated by the Company without Cause, Executive had
terminated his employment with the Company for Good Reason, or the Company did not
renew the Original Term; but if Executive is not then employed by the Company for
any other reason, no portion of this balance of the D2 Amount shall be paid to
Executive.




22









 











ATTACHMENT 2




AGREEMENT AND GENERAL RELEASE




          This Agreement and General Release (“Release”) is entered into by and between Discovery
Communications, LLC (“Company”) and                      (“Executive”) to resolve any and all disputes
concerning his employment with Company and his 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 Company 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
Company (“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
might have against the Discovery Parties (as defined below), and the undertakings described herein,
and to facilitate his transition to other employment, Company agrees to provide Executive with the
consideration detailed in Section IV.D (“Severance Payment”) of the Agreement of the Agreement.




          3. Neither Company 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 legal, financial and personal advisors or to those persons essential for Executive to
(a) implement or enforce his rights under this Release and the Agreement in which the Release is
incorporated; (b) defend himself 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 post-Company employment.




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




                    a. Executive, for himself, his heirs, executors, administrators and assigns, does hereby
release, acquit and forever discharge Company, 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 in such capacities
(collectively, the “Discovery 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 Discovery Parties that he may
have had, now has or may have against the Discovery Parties by reason of any matter or thing
arising from the beginning of the world to the day and



23









 




date of this Release, including any claim relating to the termination of his employment with
any Discovery Party. Those claims, demands, liabilities and obligations from which Executive
releases the Discovery 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 Discovery 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 understands and agrees that he shall not be entitled to seek
monetary compensation for himself from the filing and/or participation in any such Charge.
Further, this Release does not affect Executive’s right to enforce payment of his Severance Payment
and his indemnity rights under the Agreement.




     b. Executive expressly acknowledges that his attorney has advised him regarding, and he 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 favor at the time he executes
such a release, which if known to him may have materially affected his execution of the release.
Being aware of such statutes, Executive hereby expressly waives and relinquishes any rights or
benefits he 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 Discovery 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 Discovery Parties, Executive
expressly acknowledges that this Agreement is specifically intended to include in its effect all
claims that he does not know or suspect to exist in his favor at the time he signs this Agreement



     c. Executive hereby acknowledges that he is executing this Release pursuant to the Agreement,
and that the consideration to be provided to Executive pursuant to Section IV.D of the Agreement is
in addition to what he would have been entitled to receive in the absence of this Release.
Executive hereby acknowledges that he is executing this Release voluntarily and with full knowledge
of all relevant information and any and all rights he may have. Executive hereby acknowledges that
he has been advised to consult with an independent attorney of his own choosing in connection with
this Release to explain to him



24









 




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 has read this Release in its
entirety. Executive further states that he fully understands the terms of this Release and that
the only promises made to him in return for signing this Release are stated herein and in the
Agreement in which this Release is incorporated. Executive hereby acknowledges that he 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 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 has seven (7) days following his execution of this Release in which to revoke his agreement to
comply with this Release by providing written notice of revocation to the General Counsel of
Company 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, his 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 Company, as
well as all parents, subsidiaries, affiliates, related entities and representatives of any of the
foregoing persons and entities.



     e. Executive agrees that he will not disparage any Discovery Party or make or publish any
communication that reflects adversely upon any of them, including communications concerning Company
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. Company 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:  	 	 	 	 
	 

	 	 	 	 	 	 





25









 






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



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Notary Public	 	 
	 

	 	My Commission Expires	 	 	 	 
	 

	 	 	 	 	 	 





26









 





ATTACHMENT 3




Approved Board Memberships



Member, Advisory Board, McIntire School of Commerce at the University of Virginia



Member, Board of Directors, The Posse Foundation





27