2008 Year End Form of Restricted Stock Unit Award


Table of Contents


 EXHIBIT 10.21 
 DISCOVER FINANCIAL SERVICES 
 OMNIBUS
INCENTIVE PLAN 
 2008 YEAR END 
 AWARD CERTIFICATE FOR 
 RESTRICTED STOCK UNITS 






Table of Contents


 TABLE OF CONTENTS FOR
AWARD CERTIFICATE 
  

					
	 1.
	  	Stock units generally.	  	3
	 2.
	  	Vesting schedule and conversion.	  	3
	 3.
	  	Special provisions for certain employees.	  	3
	 4.
	  	Dividend equivalent payments.	  	4
	 5.
	  	Death, Disability and Retirement.	  	4
	 6.
	  	Reduction in Force.	  	4
	 7.
	  	Change in Control.	  	5
	 8.
	  	Termination of Employment and cancellation of awards.	  	6
	 9.
	  	Non-Competition.	  	6
	 10.
	  	Tax and other withholding obligations.	  	7
	 11.
	  	Satisfaction of obligations.	  	7
	 12.
	  	Nontransferability.	  	7
	 13.
	  	Designation of a beneficiary.	  	8
	 14.
	  	Ownership and possession.	  	8
	 15.
	  	Securities law matters.	  	8
	 16.
	  	Compliance with laws and regulations.	  	9
	 17.
	  	No entitlements.	  	9
	 18.
	  	Consents under local law.	  	10
	 19.
	  	Award modification.	  	10
	 20.
	  	Severability.	  	10
	 21.
	  	Successors.	  	10
	 22.
	  	Governing law.	  	10
	 23.
	  	Defined terms.	  	11

  

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 DISCOVER FINANCIAL SERVICES 
 OMNIBUS INCENTIVE PLAN 
 2008 YEAR END 
 AWARD CERTIFICATE FOR
RESTRICTED STOCK UNITS 
 Discover has awarded to you restricted stock units as an incentive
for you to continue to remain in Employment and provide services to the Company, from the Date of the Award through the Scheduled Vesting Dates, as provided in this Award Certificate. This Award Certificate sets forth the general terms and
conditions of your 2008 Year End restricted stock unit award. 
 The number of restricted stock units in your award has been communicated to
you separately in writing delivered to you. If you are Employed outside the United States, you will also receive an “International Supplement” that contains supplemental terms and conditions for your 2008 Year End restricted
stock unit award. This Award Certificate should be read in conjunction with the International Supplement, if applicable, in order for you to understand the terms and conditions of your restricted stock unit award. 
 Your restricted stock unit award is made pursuant to the Plan. References to “restricted stock units” in this Award Certificate mean only those
restricted stock units included in your 2008 Year End restricted stock unit award, and the terms and conditions herein apply only to such award. If you receive any other award under the Plan or another equity compensation plan, it will be governed
by the terms and conditions of the applicable award documentation, which may be different from those herein. 
 The purpose of the restricted
stock unit award is, among other things, to align your interests with the interests of the Company and to reward you for your continued Employment and service to the Company in the future. In view of these purposes, you will earn each portion of
your 2008 Year End restricted stock unit award only if you remain in continuous Employment through the applicable Scheduled Vesting Date. 
 Section 409A of the Internal Revenue Code imposes rules relating to the taxation of deferred compensation, including your 2008 Year End restricted stock unit award. The Company reserves the right to modify the terms of your 2008 Year
End restricted stock unit award, including, without limitation, the payment provisions applicable to your restricted stock units, to the extent necessary or advisable to comply with Section 409A of the Internal Revenue Code. 
 Capitalized terms used in this Award Certificate that are not defined in the text have the meanings set forth in Section 23 below. Capitalized terms
used in this Award Certificate that are not defined in the text or in Section 23 below have the meanings set forth in the Plan. 
  

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	1.	Stock units generally. 

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

	2.	Vesting schedule and conversion. 

 (a) Vesting schedule. Your restricted stock units will vest according to the following schedule: (i) 25% of your restricted stock units will vest on the First Scheduled Vesting Date,
(ii) 25% of your restricted stock units will vest on the Second Scheduled Vesting Date, (iii) 25% of your restricted stock units will vest on the Third Scheduled Vesting Date and (iv) the remaining 25% of your restricted stock units
will vest on the Fourth Scheduled Vesting Date. Any fractional restricted stock units resulting from the application of the vesting schedule will be aggregated and will vest on the First Scheduled Vesting Date. Except as otherwise provided in this
Award Certificate, each portion of your restricted stock units will vest only if you continue to provide future services to the Company by remaining in continuous Employment through the applicable Scheduled Vesting Date and providing value added
services to the Company during this timeframe. The special vesting terms set forth in Sections 5, 6 and 7 of this Award Certificate apply (i) if your Employment terminates by reason of your death, Disability, or Retirement, (ii) if the
Company terminates your Employment in an involuntary termination under the circumstances described in Section 6, or (iii) upon a Change in Control. Vested restricted stock units are subject to the tax withholding provisions set forth in
this Award Certificate. 
 (b) Conversion. 
 (1) Except as otherwise provided in this Award Certificate, each of your vested restricted stock units will convert to one share of
Discover common stock on the applicable Scheduled Vesting Date. 
 (2) Shares to which you are entitled upon conversion
of restricted stock units under any provision of this Award Certificate shall be delivered as soon as administratively practicable thereafter and shall not be subject to any transfer restrictions, other than those that may arise under the securities
laws or Discover’s policies. 
  

	3.	Special provisions for certain employees. 

 (a) Six-month delay for specified employees. Notwithstanding the other provisions of this Award Certificate, to the extent necessary to comply with Section 409A of the Internal Revenue Code, if
Discover reasonably considers you to be one of its “specified employees” as defined in Section 409A of the Internal Revenue Code at the 

  

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time of the termination of your Employment, your vested restricted stock units will not convert to Discover common stock until the date that is six months
after the termination of your Employment. 
  

	4.	Dividend equivalent payments. 

 Until your restricted stock units convert to shares, if Discover pays a regular or ordinary cash dividend on its common stock, you will be paid a dividend equivalent for your vested and unvested restricted stock
units. No dividend equivalents will be paid to you with respect to any canceled restricted stock units. 
 Discover will decide on the form
of payment and may pay dividend equivalents in shares of Discover common stock, in cash or in a combination thereof. Discover will pay the dividend equivalent as soon as administratively practicable after Discover pays the corresponding dividend on
its common stock. 
 Because dividend equivalent payments are considered part of your compensation for income tax purposes, they will be
subject to applicable tax and other withholding obligations. 
  

	5.	Death and Disability and Retirement. 

 The following special vesting and payment terms apply to your restricted stock units: 
 (a)
Death. If your Employment terminates due to your death, all unvested restricted stock units subject to this Award Certificate will vest on the date your Employment terminates. On that date, your restricted stock units will
convert to shares of Discover common stock and be delivered to the beneficiary you have designated pursuant to Section 13 or the legal representative of your estate, as applicable, as soon as administratively practicable after Discover receives
appropriate notice of your death. 
 (b) Disability. If your Employment terminates due to Disability, all
unvested restricted stock units subject to this Award Certificate will vest on the date your Employment terminates. On that date, your restricted stock units will convert to shares of Discover common stock and be delivered to you, subject to
Section 3(a) above, as soon as administratively practicable thereafter. 
 (c) Retirement. If your Employment
terminates due to your Retirement, all of your unvested stock units will vest on the date your Employment terminates. On that date, your restricted stock units will convert to shares of Discover common stock and be delivered to you, subject to
Section 3(a) above, as soon as administratively practicable thereafter. 
  

	6.	Reduction in Force. 

 If the Company terminates your Employment due to a reduction in force or an elimination of your position, each as determined by Discover in its sole discretion, 

  

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your unvested restricted stock units will vest on the date your Employment terminates, provided that you sign an agreement and release satisfactory to
Discover. As soon as practicable after Discover’s acceptance of your fully executed agreement and release, your restricted stock units will convert to shares of Discover common stock and be delivered to you, subject to Section 3(a) above.

  

	7.	Change in Control. 

 (a) If the Company terminates your Employment, or if you terminate your Employment for Good Reason, other than for Cause, within six months prior to or within 24 months after a Change in Control of Discover or of a Business
Unit (as defined in Section 23(c)) in which you are Employed, all your restricted stock units will immediately vest upon such Change in Control. On the later of the date of a Change in Control and the date of your termination following a Change
in Control, as applicable, your restricted stock units will vest and convert to shares of Discover common stock and be delivered as soon as administratively practicable thereafter. 
 (b) In the event of a Change in Control of Discover which results from a transaction pursuant to which the shareholders of Discover receive
shares of common stock of an acquiring entity (the “Acquirer”) that are registered under Section 12 of the Exchange Act (as defined in Section 23(c)(1)), unless otherwise determined by the Committee, in its sole discretion
prior to such Change in Control, there shall be substituted for each share of Discover common stock subject to this certificate the number and class of shares of common stock of the Acquirer into which each outstanding share of Discover common stock
shall be converted pursuant to such Change in Control transactions; and this Award Certificate shall otherwise continue in effect. 
 (c) In the event of a Change in Control of Discover which results from a transaction pursuant to which the shareholders of Discover receive consideration other than shares of common stock of the Acquirer that are registered
under Section 12 of the Exchange Act, the value of the restricted stock units hereunder shall, unless otherwise determined by the Committee, in its sole discretion prior to such Change in Control, be converted into a right to receive the cash
or other consideration received by the shareholders of Discover in such transaction, and this Award Certificate shall otherwise continue in effect. 
 (d) In the event of a Change in Control of a Business Unit in which you are Employed, the value of the restricted stock units subject hereto shall be either (i) assumed by the person or entity that acquires such Business
Unit and converted into a right to receive cash or such other compensation that the Committee shall, in its sole discretion, determine to be consistent with the terms of the Plan, and this Award Certificate shall otherwise continue in effect or
(ii) converted into shares of Discover common stock on the date of such Change in Control and delivered to you as soon as practicable thereafter, as the Committee shall determine in its sole discretion. 
  

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	8.	Termination of Employment and cancellation of awards. 

 (a) Cancellation of unvested awards. Your unvested restricted stock units will be canceled if your Employment terminates for any
reason other than under the circumstances set forth in this Award Certificate for death, Disability, Retirement or an involuntary termination by the Company described in Section 6 or in connection with a Change in Control as provided in
Section 7. 
 (b) General treatment of vested awards. Except as otherwise provided in this Award
Certificate, your vested restricted stock units will convert to shares of Discover common stock on the applicable Scheduled Vesting Date. The withholding provisions set forth in this Award Certificate will continue to apply until the date the shares
of Discover common stock are delivered. 
  

	9.	Non-Competition. 

 (a) Notwithstanding any provision of this Award Certificate to the contrary, in the event that at any time prior to one year after the termination of your Employment or service with the Company other than under the
circumstances described in Sections 6 and 7, you (a) engage, directly or indirectly (through any person, firm, corporation, partnership or other enterprise, or as an officer, director, stockholder, partner, investor, employee or consultant
thereof, or otherwise), in any Business (as defined herein) or (b) breach your obligations to the Company under a nonsolicitation, confidentiality, intellectual property or other restrictive covenant, you shall be required to pay to the Company
an amount in cash equal to the value of the restricted stock units that vested on or after, or within six months prior to, your termination of Employment, which value shall be determined as of the date of vesting. For purposes of this
Section 9, “Business” shall mean any business conducted or planned by the Company in any geographic area in which the Company is conducting such business or plans to conduct such business if you, while Employed by or providing
services to the Company, were involved in such business or had knowledge of such business. The remedy provided by this Section 9(a) shall be in addition to and not in lieu of any rights or remedies which the Company may have against you in
respect of a breach by you of any duty or obligation to the Company. 
 (b) You agree that by accepting this Award Certificate,
you authorize the Company to deduct any amount or amounts owed by you pursuant to this Section 9 from any amounts payable by or on behalf of the Company to you, including, without limitation, any amount payable to you as salary, wages, vacation
pay, bonus or the settlement of any stock-based award. This right of offset shall not be an exclusive remedy and the Company’s election not to exercise this right of offset with respect to any amount payable to you shall not constitute a waiver
of this right of offset with respect to any other amount payable to you or any other remedy. 
  

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	10.	Tax and other withholding obligations. 

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

	11.	Satisfaction of obligations. 

 Notwithstanding any other provision of this Award Certificate, Discover may, in its sole discretion, take various actions affecting your restricted stock units in order to collect amounts sufficient to satisfy any
obligation that you owe to the Company and any tax or other withholding obligations. These actions include the following: 
 (a)
Upon conversion of restricted stock units, including any accelerated conversion pursuant to Sections 5, 6 or 7 above, or, if later, upon delivery of the shares of Discover common stock, Discover may withhold a number of shares sufficient to
satisfy any obligation that you owe to the Company and any tax or other withholding obligations. The Company shall determine the number of shares to be withheld by dividing the dollar value of your obligation to the Company and any tax or other
withholding obligations by the fair market value of Discover common stock on the date the shares of Discover common stock are scheduled to convert. 
 (b) Discover may withhold the payment of dividend equivalents on your restricted stock units or other compensation to ensure satisfaction of any obligation that you owe the Company or any tax or other withholding obligations
or Discover may permit you to satisfy such tax or other withholding obligation by paying such obligation in immediately available funds. 
 Discover’s
determination of the amount that you owe the Company shall be conclusive. The fair market value of Discover common stock for purposes of the foregoing provisions shall be determined using a valuation methodology established by Discover. 

 

	12.	Nontransferability. 

 You may not sell, pledge, hypothecate, assign or otherwise transfer your restricted stock units, other than as provided in Section 13 (which allows you to designate a beneficiary or beneficiaries in the event of your death) or by will
or the laws of descent and distribution. This prohibition includes any assignment or other transfer that purports to occur by operation of law or otherwise. During your lifetime, payments relating to the restricted stock units will be made only to
you. 
  

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	13.	Designation of a beneficiary. 

 You may make a written designation of beneficiary or beneficiaries to receive all or part of the shares to be paid under this Award Certificate in the event of your death. To make a beneficiary designation, you must
complete and file the form attached hereto as Appendix A with the Human Resources Department. 
 Any shares that become payable upon
your death, and as to which a designation of beneficiary is not in effect, will be distributed to your estate. 
 If you previously filed a
designation of beneficiary form for your equity awards with the Human Resources Department, such form will also apply to the restricted stock units granted pursuant to this award. You may replace or revoke your beneficiary designation at any time.
If there is any question as to the legal right of any beneficiary to receive shares under this award, Discover may determine in its sole discretion to deliver the shares in question to your estate. Discover’s determination shall be binding and
conclusive on all persons and it will have no further liability to anyone with respect to such shares. 
  

	14.	Ownership and possession. 

 (a) Generally. Generally, you will not have any rights as a stockholder in the shares of Discover common stock corresponding to your restricted stock units prior to conversion of your restricted
stock units. 
 Prior to conversion of your restricted stock units, however, you will receive dividend equivalent payments, as set forth in
Section 4 of this Award Certificate. 
 To the extent necessary or advisable to
comply with Section 409A of the Internal Revenue Code, with respect to any provision of this Award Certificate that provides for vested restricted stock units to convert to shares of Discover common stock on or as soon as administratively
practicable after a specified event or date, such conversion will be made by the later of the end of the calendar year in which the specified event or date occurs or the 15th day of the third calendar month following the specified event or date. 
 (b) Following
conversion. Following conversion of your restricted stock units you will be the beneficial owner of the net shares issued to you, and you will be entitled to all rights of ownership, including voting rights and the right to receive cash
or stock dividends or other distributions paid on the shares. 
  

	15.	Securities law matters. 

 Shares of Discover common stock issued upon conversion of your restricted stock units may be subject to restrictions on transfer by virtue of the Securities 

  

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Act of 1933, as amended. Discover may advise the transfer agent to place a stop order against such shares if it determines that such an order is necessary or
advisable. Because Discover common stock will only be maintained in book-entry form, you will not receive a stock certificate representing your interest in such shares. 
  

	16.	Compliance with laws and regulations. 

 Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of shares issued upon conversion of your restricted stock units (whether directly or indirectly, whether or not for value, and whether
or not voluntary) must be made in compliance with any applicable constitution, rule, regulation, or policy of any of the exchanges or associations or other institutions with which the Company or a Related Employer has membership or other privileges,
and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body. 
  

	17.	No entitlements. 

 (a) No right to continued Employment. This restricted stock unit award is not an employment agreement, and nothing in this Award Certificate, the International Supplement, if applicable, or the Plan shall alter
your status as an “at-will” employee of the Company or your Employment status at a Related Employer. None of this Award Certificate, the International Supplement, if applicable, or the Plan shall be construed as guaranteeing your
Employment by the Company or a Related Employer, or as giving you any right to continue in the employ of the Company or a Related Employer, during any period (including without limitation the period between the Date of the Award and any of the First
Scheduled Vesting Date, the Second Scheduled Vesting Date, the Third Scheduled Vesting Date, the Fourth Scheduled Vesting Date, or any portion of any of these periods), nor shall they be construed as giving you any right to be reemployed by the
Company or a Related Employer following any termination of Employment. 
 (b) No right to future awards. This award, and
all other awards of restricted stock units and other equity-based awards, are discretionary. This award does not confer on you any right or entitlement to receive another award of restricted stock units or any other equity-based award at any time in
the future or in respect of any future period. 
 (c) No effect on future employment compensation. Discover has made
this award to you in its sole discretion. This award does not confer on you any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company’s discretion to
determine the amount, if any, of your compensation. In addition, this award is not part of your base salary or wages and will not be taken into account in determining any other Employment-related rights you may have, such as rights to pension or
severance pay. 
  

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	18.	Consents under local law. 

 Your award is conditioned upon the making of all filings and the receipt of all consents or authorizations required to comply with, or required to be obtained under, applicable local law. 
  

	19.	Award modification. 

 The Committee reserves the right to modify or amend unilaterally the terms and conditions of your restricted stock units, without first asking your consent, or to waive any terms and conditions that operate in favor of Discover. These
amendments may include (but are not limited to) changes that the Committee considers necessary or advisable as a result of changes in any, or the adoption of any new, Legal Requirement. The Committee may not modify your restricted stock units in a
manner that would materially impair your rights in your restricted stock units without your consent; provided, however, that the Committee may, without your consent, amend or modify your restricted stock units in any manner that the
Committee considers necessary or advisable to comply with any Legal Requirement or to ensure that your restricted stock units are not subject to United States federal, state or local income tax or any equivalent taxes in territories outside the
United States prior to payment. Discover will notify you of any amendment of your restricted stock units that affects your rights. Any amendment or waiver of a provision of this Award Certificate (other than any amendment or waiver applicable to all
recipients generally), which amendment or waiver operates in your favor or confers a benefit on you, must be in writing and signed by Discover’s Head of Human Resources (or if such positions no longer exist, by the holder of an equivalent
position) to be effective. 
  

	20.	Severability. 

 In the event the Committee determines that any provision of this Award Certificate would cause you to be in constructive receipt for United States federal or state income tax purposes of any portion of your award, then such provision will
be considered null and void and this Award Certificate will be construed and enforced as if the provision had not been included in this Award Certificate as of the date such provision was determined to cause you to be in constructive receipt of any
portion of your award. 
  

	21.	Successors. 

 This Award Certificate shall be binding upon and inure to the benefit of any successor or successors of Discover and any person or persons who shall, upon your death, acquire any rights hereunder in accordance with this Award Certificate or
the Plan. 
  

	22.	Governing law. 

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

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	23.	Defined terms. 

 For purposes of this Award Certificate, the following terms shall have the meanings set forth below: 
 (a)
“Board” means the Board of Directors of Discover. 
 (b) “Cause” means: 

(1) any act or omission which constitutes a material breach of your obligations to the Company or your failure or refusal to
perform satisfactorily any duties reasonably required of you, which breach, failure or refusal (if susceptible to cure) is not corrected (other than failure to correct by reason of your incapacity due to physical or mental illness) within ten
(10) business days after written notification thereof to you by the Company; 
 (2) your commission of any
dishonest or fraudulent act, or any other act or omission, which has caused or may reasonably be expected to cause injury to the interest or business reputation of the Company; 
 (3) your violation of any securities, commodities or banking laws, any rules or regulations issued pursuant to such laws, or rules
or regulations of any securities or commodities exchange or association of which the Company is a member or of any policy of the Company relating to compliance with any of the foregoing; or 
 (4) your termination of Employment on account of any act of (A) fraud or intentional misrepresentation or
(B) embezzlement, misappropriation or conversion of assets or opportunities of the Company. 
 (c) A “Change in
Control” means, except as provided otherwise below, any of the following events: 
 (1) any person (as
defined in Section 3(a)(9) of the Exchange Act, as such term is modified in Sections 13(d) and 14(d) of the Exchange Act), other than (i) any employee plan established by the Company or any of its Subsidiaries, (ii) any group of employees holding
shares subject to agreements relating to the voting of such shares, (iii) the Company or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act), (iv) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (v) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, is or becomes the beneficial owner, directly or indirectly, of securities
of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the 

  

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Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing thirty percent (30%) or
more of either the total fair market value or total voting power of the stock of the Company; 
 (2) a change in the
composition of the Board such that individuals who, as of the Date of the Award, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a member of the Board subsequent to the date of Date of the Award whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; 
 (3) the consummation of a merger or consolidation of the Company with any other corporation or other entity, or the issuance of
voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (i) a merger or consolidation which results in
the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (determined
pursuant to clause (a) above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its
affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing thirty percent (30%) or more of either the then outstanding shares of the Company’s common stock or the combined voting
power of the Company’s then outstanding voting securities; 
 (4) the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity, at least fifty percent (50%) of the combined 

  

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voting power of the voting securities of which are owned by persons in substantially the same proportions as their ownership of the Company immediately prior
to such sale; or 
 (5) any sale by Discover of all its interest in any Business Unit, as defined below. For purposes
of this Section (c)(5), a “Business Unit” shall mean (i) any Subsidiary that is a corporation, or (ii) any other trade or business, the assets of which represent at least 40% of the total gross market value of all the
assets of Discover at the time of the transaction. 
 Notwithstanding the foregoing, with respect to a Change in Control of Discover, no
Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the beneficial holders of the Company’s common stock immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions. 

(d) “Committee” means the Compensation Committee of the Board, any successor committee thereto or any other committee of the
Board appointed by the Board with the powers of the Committee under the Plan, or any subcommittee appointed by such Committee. 
 (e)
The “Company” means Discover and all of its Subsidiaries. 
 (f)
“Date of the Award” means December 9, 2008. 
 (g)
“Disability” means a “permanent and total disability,” as defined in Section 22(e)(3) of the Internal Revenue Code. 
 (h) “Discover” means Discover Financial Services, a Delaware corporation. 
 (i) “Employed” and “Employment” refer to employment with the Company and/or Related Employment.

 (j) “First Scheduled Vesting Date” means January 2, 2010. 
 (k) “Fourth Scheduled Vesting Date” means January 2, 2013. 
 (l) “Good Reason” shall mean the occurrence of any of the following upon, or within 24 months after, or six (6) months prior
to the occurrence of a Change in Control of Discover or the Business Unit in which you are Employed, without your prior written consent: 
 (1)(A) Any material diminution in your assigned duties, responsibilities and/or authority, including the assignment to you of any duties, responsibilities or authority inconsistent with the duties, 

  

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responsibilities and authority assigned to you, immediately prior to such assignment your removal from, or any failure to re-elect you to, any of such
positions, except in connection with the termination of your Employment as a result of your death or Disability, by the Company for Cause or by you other than for Good Reason or (B) a material diminution in the authority, duties, or responsibilities
of the supervisor to whom you are required to report; 
 (2) Any reduction in your base compensation, including the
employee benefits provided to you; provided, however, that Company-initiated across-the-board reductions in compensation or benefits affecting substantially all Company employees shall alone not be considered “Good Reason,” unless
the compensation reductions exceed twenty percent (20%) of your base compensation; 
 (3) A material diminution of
the budget over which you have authority; 
 (4) The Company’s requiring you to be based at a location that
(A) is in excess of thirty-five (35) miles from the location of your principal job location or office immediately prior to the Change in Control, or (B) results in an increase in your normal daily commuting time by more than ninety
(90) minutes, except for required travel on Company’s business to an extent substantially consistent with your then present business travel obligations; or 
 (5) Any other action or inaction that constitutes a material breach by the Company of any agreement pursuant to which you provide
services to the Company. 
 For purposes of Sections 23(l)(1) through (5) above, the duties, responsibilities and/or authority assigned to you
shall be deemed to be the greatest of those in effect prior to or after the Change in Control. Unless you become Disabled, your right to terminate your Employment for Good Reason shall not be affected by your incapacity due to physical or mental
illness. Your continued Employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason. Notwithstanding the foregoing, Good Reason shall not exist unless you give the Company written
notice thereof within 10 days after its occurrence and the Company shall not have remedied the action within 30 days after such written notice. 
 (m) “Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance thereunder. 
 (n) “Legal Requirement” means any law, regulation, ruling, judicial decision, accounting standard, regulatory guidance or other
legal requirement. 
 (o) “Plan” means the Discover Financial Services Omnibus Incentive
Plan, as in effect from time to time. 
  

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 (p) “Related Employment” means your employment with
an employer other than the Company (such employer, herein referred to as a “Related Employer”), provided: (i) you undertake such employment at the written request or with the written consent of Discover’s
Head of Human Resources; (ii) immediately prior to undertaking such employment you were an employee of the Company or were engaged in Related Employment (as defined herein); and (iii) such employment is recognized by the Company in its
discretion as Related Employment; and, provided further that the Company may (1) determine at any time in its sole discretion that employment that was recognized by the Company as Related Employment no longer qualifies as Related
Employment, and (2) condition the designation and benefits of Related Employment on such terms and conditions as the Company may determine in its sole discretion. The designation of employment as Related Employment does not give rise to an
employment relationship between you and the Company, or otherwise modify your and the Company’s respective rights and obligations. 
 (q) “Retirement” means the termination of your Employment by you or by the Company for any reason other than for Cause and other than due to your death or Disability, on or after the date on which:

 (a) you have attained age 55 and completed at least 5 years of service with the Company; or 
 (b) you have attained age 65, whichever occurs first. 
 (r) “Scheduled Vesting Date” means the First Scheduled Vesting Date, the Second Scheduled Vesting Date, the Third
Scheduled Vesting Date and/or the Fourth Scheduled Vesting Date as the context requires. 
 (s) “Second Scheduled Vesting
Date” means January 2, 2011. 
 (t) “Subsidiary” means (i) a corporation or other entity with
respect to which Discover, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous
governing body, or (ii) any other corporation or other entity in which Discover, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan. 
 (u) “Third Scheduled Vesting Date” means January 2, 2012. 
  

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

	
	 DISCOVER FINANCIAL SERVICES

	 By:

	
	  

	 Marcelo Modica

	 Vice President, Human Resources



  

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

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

							
	 	 	 Beneficiary(ies) Name
	  	 Relationship
	  	 Percentage

	(1)	 	  
	  	  
	  	  

	(2)	 	  
	  	  
	  	  

	(3)	 	  
	  	  
	  	  

	(4)	 	  
	  	  
	  	  


 Address(es) of Beneficiary(ies): 

	(1)	


	(2)	


	(3)	


	(4)	

  

					
	  
	  	
	Name: (please print)	  	Date	  	
			
	  
	  		  	
	Signature	  		  	

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