exv10w1






EXHIBIT 10.1




Employee RSU Form




<Participant Full Name>




Dear <Participant First Name>




Congratulations, you have been awarded a restricted stock unit (“RSU”) in recognition of your
contributions to the success of Discovery Communications, Inc. (the “Company”). A restricted stock
unit entitles you to receive a specific number of shares of the Company’s Series A common stock at
a future date, assuming that you satisfy conditions of the Plan and the implementing agreement. We
would like you to have an opportunity to share in the continued success of the Company through this
RSU under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the
“Plan”). The following represents a brief description of your grant. Additional details regarding
your RSU are provided in the attached Restricted Stock Unit Agreement (the “Grant Agreement”) and
in the Plan. In addition, if you are located in a country other than the United States, you will
receive an International Addendum with your first award under the Plan that you must sign and
return to the Company. If you are subject to this requirement, the International Addendum is
enclosed.




RSU Grant Summary:




	 	 	 
	Date of Grant

	 	<Grant Date>
	 
	 	 
	RSU Shares

	 	<Number of Shares Granted>
	 
	 	 
	Vesting Schedule

	 	<Insert Vesting Schedule — example: 33% on the
Second Anniversary of the Date of Grant, 33% on the
Third Anniversary, and 34% on the Fourth Anniversary>
	 
	 	 
	Vesting Date(s)

	 	[Dates and Any Performance Conditions]







	•	 	You have been granted an RSU for shares (“Shares”) of Discovery Communications, Inc.
Series A Common Stock for the number of Shares specified under “RSU Shares” in the chart.
	 
	•	 	The potential value of your RSU increases if the price of the Company’s stock increases,
but you also have to continue to provide services for the Company (except as the Grant
Agreement provides) to actually receive such value. Of course, the value of the stock may go
up and down over time.
	 
	•	 	You will not receive the Shares represented by the RSU until the RSU vests. Your RSU vests
as provided in the chart above under “Vesting,” assuming you remain an employee or become and
remain a director of the Company and subject to the terms in the Grant Agreement and any
rounding that is required to deliver whole shares.
	 
	•	 	Once you have received the Shares, you will own the Shares and may decide whether to hold
the Shares, sell the Shares or give the Shares to someone as a gift.
	 
	•	 	Your ability to receive Shares under the RSU is conditioned upon compliance with any local
laws that apply to you.





You can access the PEP page on the portal for updates and information, email pepquestions@discovery.com, or call

the Compensation Hotline at 240-662-3493 with any questions.






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Discovery Communications, Inc.

Restricted Stock Unit Grant Agreement for Employees




     Discovery Communications, Inc. (the “Company”) has granted you a restricted stock unit (the
“RSU”) under the Discovery Communications, Inc. 2005 Incentive Plan (As Amended and Restated) (the
“Plan”). The RSU lets you receive a specified number (the “RSU Shares”) of shares (“Shares”) of
the Company’s Series A common stock upon satisfaction of the conditions to receipt.



     The individualized communication you received (the “Cover Letter”) provides the details for
your RSU. It specifies the number of RSU Shares, the Date of Grant, the schedule for vesting, and
the Vesting Date(s).



     The RSU is subject in all respects to the applicable provisions of the Plan. This grant
agreement does not cover all of the rules that apply to the RSU under the Plan; please refer to the
Plan document. Capitalized terms are defined either further below in this grant agreement (the
“Grant Agreement”) or in the Plan.



The Plan document is available on the Fidelity website. The Prospectus for the Plan, the Annual
Report on Form 10-K, and other filings the Company makes with the Securities and Exchange
Commission are available for your review on the Company’s web site. You may also obtain paper
copies of these documents upon request to the Company’s HR department.




Neither the Company nor anyone else is making any representations or promises regarding the
duration of your service, vesting of the RSU, the value of the Company’s stock or of this RSU, or
the Company’s prospects. The Company is not providing any advice regarding tax consequences to you
or regarding your decisions regarding the RSU; you agree to rely only upon your own personal
advisors.




No one may sell, transfer, or distribute the RSU or the securities that may be received under
it without an effective registration statement relating thereto or an opinion of counsel
satisfactory to Discovery Communications, Inc. or other information and representations
satisfactory to it that such registration is not required.




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     In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:



	 	 	 
	Vesting Schedule

	 	Your RSU becomes nonforfeitable (“Vested”) as provided in the Cover Letter and the
Grant Agreement assuming you remain employed (or serve as a member of the Company’s board of
directors (“Board”)) until the Vesting Date(s). For purposes of this Grant Agreement,
employment with the Company will include employment with any Subsidiary whose employees are
then eligible to receive Awards under the Plan (provided that a later transfer of employment
to an ineligible Subsidiary will not terminate employment unless the Board determines
otherwise).
	 
	 	 
	 

	 	Vesting will accelerate fully on your death or Disability (as defined in the
Plan). If your employment is terminated without Cause or on your Retirement
before the RSU is fully Vested, the RSU will remain or become Vested pursuant
to the original vesting schedule as though you remained working through any
Vesting Date(s) occurring during the 90 days after the date of termination,
subject to any applicable performance conditions. (“Cause” has the meaning
provided in Section 11.2(b) of the Plan; “Retirement” means your employment
ends for any reason other than Cause at a point at which you are at least age
60 and have been employed by the Company, and any of its subsidiaries, or
Discovery Communications, LLC for at least five years, where your period of
service is determined using the Company’s Prior Employment Service Policy or a
successor policy chosen by the Committee).
	 
	 	 
	Change in
Control

	 	Notwithstanding the Plan’s provisions, if an Approved Transaction,
Control Purchase, or Board Change (each a “Change in Control”) occurs
before the first anniversary of the Date of Grant, the RSU will only have
accelerated Vesting as a result of the Change in Control if (i) within 12
months after the Change in Control, the Company terminates your employment
other than for Cause and (ii) with respect to any Approved Transaction, the
transaction actually closes before the first anniversary. Accelerated Vesting
will only accelerate the Distribution Date if and to the extent permitted under
Section 409A of the Internal Revenue Code (“Section 409A”).

	 
	 	 
	 

	 	The Board reserves its ability under Section 10.1(b) of the Plan to vary this
treatment if the Board determines there is an equitable substitution or
replacement award in connection with a Change in Control.

	 
	 	 
	Distribution Date

	 	Subject to any overriding provisions in the Plan, you will receive a distribution of the Shares equivalent to
your Vested RSU Shares as soon as practicable following the date on which you become Vested (with the actual
date being the “Distribution Date”) and, in any event, no later than March 15 of the year following the
calendar year in which the Vesting Date(s) occurred, unless the Board determines that you may make a timely
deferral election to defer distribution to a later date and you have made such an election (in which case the
deferred date will be the “Distribution Date”).
	 
	 	 
	Restrictions
and
Forfeiture

	 	You may not sell, assign, pledge, encumber, or otherwise transfer any
interest (“Transfer”) in the RSU Shares until the RSU Shares are distributed to
you. Any attempted Transfer that precedes the Distribution Date is invalid.
	 
	 	 
	 

	 	Unless the Board determines otherwise or the Grant Agreement provides otherwise, if your employment or
service with the Company terminates for any reason before your RSU is Vested, then you will forfeit the RSU
(and the Shares to which they relate) to the extent that the RSU does not otherwise vest as a result of the
termination, pursuant to the rules in the Vesting Schedule section. The forfeited RSU will then immediately
revert to the Company. You will receive no payment for the RSU if you forfeit it.
	 
	 	 
	Limited Status

	 	You understand and agree that the Company will not consider you a shareholder for any purpose with respect to
the RSU Shares, unless and until the RSU Shares have been issued to you on the Distribution Date. You will
not receive dividends with respect to the RSU.
	 
	 	 
	Voting

	 	You may not vote the RSU Shares unless and until the Shares are distributed to you.
	 
	 	 
	Taxes and
Withholding

	 	The RSU provides tax deferral, meaning that the RSU Shares are not taxable to
until you actually receive the RSU Shares on or around the Distribution Date. You will then owe taxes at
ordinary income tax rates as of the Distribution Date at the Shares’ value. As an employee of the Company,
you may owe FICA and HI (Social Security and Medicare) taxes before the Distribution Date.






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	 	Issuing the Shares under the RSU is contingent upon satisfaction of all obligations with respect to required
tax or other required withholdings (for example, in the U.S., Federal, state,
and local taxes). The Company may take any action permitted under Section 11.9
of the Plan to satisfy such obligation, including, if the Board so determines,
satisfying the tax obligations by (i) reducing the number of RSU Shares to be
issued to you by that number of RSU Shares (valued at their Fair Market Value
on the date of distribution) that would equal all taxes required to be withheld
(at their minimum withholding levels), (ii) accepting payment of the
withholdings from a broker in connection with a sale of the RSU Shares or
directly from you, or (iii) taking any other action under Section 11.9 of the
Plan. If a fractional share remains after deduction for required withholding,
the Company will pay you the value of the fraction in cash.
	 
	 	 
	Compliance
with Law

	 	The Company will not issue the RSU Shares if doing so would violate any
applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of
the RSU Shares in violation of applicable law.
	 
	 	 
	Additional
Conditions to Receipt

	 	The Company may postpone issuing and delivering any RSU Shares for so
long as the Company determines to be advisable to satisfy the following:
	
	 	 
	 
	 	 
	 

	 	its completing or amending any securities registration or qualification
of the RSU Shares or its or your satisfying any exemption from
registration under any Federal or state law, rule, or regulation;

	 
	 	 
	 

	 	its receiving proof it considers satisfactory that a person seeking to
receive the RSU Shares after your death is entitled to do so;

	 
	 	 
	 

	 	your complying with any requests for representations under the Plan; and

	 
	 	 
	 

	 	your complying with any Federal, state, or local tax withholding
obligations.

	 
	 	 
	Additional
Representations
from You

	 	If the vesting provisions of the RSU are satisfied and you are entitled to receive
RSU Shares at a time when the Company does not have a current registration
statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of
shares to you, you must comply with the following before the Company will issue the RSU Shares to you. You
must —
	 
	 	 
	 

	 	represent to the Company, in a manner satisfactory to the Company’s
counsel, that you are acquiring the RSU Shares for your own account and
not with a view to reselling or distributing the RSU Shares; and

	 
	 	 
	 

	 	agree that you will not sell, transfer, or otherwise dispose of the RSU
Shares unless:

	 
	 	 
	 

	 	a registration statement under the Act is effective at the time of
disposition with respect to the RSU Shares you propose to sell,
transfer, or otherwise dispose of; or

	 
	 	 
	 

	 	the Company has received an opinion of counsel or other
information and representations it considers satisfactory to the
effect that, because of Rule 144 under the Act or otherwise, no
registration under the Act is required.

	 
	 	 
	No Effect on
Employment
or Other Relationship

	 	Nothing in this Grant Agreement restricts the Company’s rights or those of any of
its affiliates to terminate your employment or other relationship at any time and
for any or no reason. The termination of employment or other relationship,
whether by the Company or any of its affiliates or otherwise, and regardless of
the reason for such termination, has the consequences provided for under the Plan and
any applicable employment or severance agreement or plan.
	 
	 	 
	No Effect on
Running Business

	 	You understand and agree that the existence of the RSU will not affect in any
way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other
changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or
other






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	 	stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.
	 
	 	 
	Section 409A

	 	The RSU is intended to comply with the requirements of Section 409A and must be
construed consistently with that section. Notwithstanding anything in the Plan or this
Grant Agreement to the contrary, if the RSU Vests in connection with your “separation
from service” within the meaning of Section 409A, as determined by the Company), and if
(x) you are then a “specified employee” within the meaning of Section 409A at the time
of such separation from service (as determined by the Company, by which determination
you agree you are bound) and (y) the distribution of RSU Shares under such accelerated
RSU will result in the imposition of additional tax under Section 409A if distributed to
you within the six month period following your separation from service, then the
distribution under such accelerated RSU will not be made until the earlier of (i) the
date six months and one day following the date of your separation from service or (ii)
the 10th day after your date of death. Neither the Company nor you shall
have the right to accelerate or defer the delivery of any such RSU Shares or benefits
except to the extent specifically permitted or required by Section 409A. In no event
may the Company or you defer the delivery of the RSU Shares beyond the date specified in
the Distribution Date section, unless such deferral complies in all respects with
Treasury Regulation Section 1.409A-2(b) related to subsequent changes in the time or
form of payment of nonqualified deferred compensation arrangements, or any successor
regulation. In any event, the Company makes no representations or warranty and shall
have no liability to you or any other person, if any provisions of or distributions
under this Grant Agreement are determined to constitute deferred compensation subject to
Section 409A but not to satisfy the conditions of that section.
	 
	 	 
	Unsecured
Creditor

	 	The RSU creates a contractual obligation on the part of the Company to make
a distribution of the RSU Shares at the time provided for in this Grant
Agreement. Neither you nor any other party claiming an interest in deferred
compensation hereunder shall have any interest whatsoever in any specific assets of the
Company. Your right to receive distributions hereunder is that of an unsecured general
creditor of Company.
	 
	 	 
	Governing Law

	 	The laws of the State of Delaware will govern all matters relating to the RSU, without
regard to the principles of conflict of laws.
	 
	 	 
	Notices

	 	Any notice you give to the Company must follow the procedures then in effect. If no
other procedures apply, you must send your notice in writing by hand or by mail to the
office of the Company’s Secretary (or to the Chair of the Board if you are then serving
as the sole Secretary). If mailed, you should address it to the Company’s Secretary (or
the Chair of the Board) at the Company’s then corporate headquarters, unless the Company
directs RSU holders to send notices to another corporate department or to a third party
administrator or specifies another method of transmitting notice. The Company and the
Board will address any notices to you using its standard electronic communications
methods or at your office or home address as reflected on the Company’s personnel or
other business records. You and the Company may change the address for notice by notice
to the other, and the Company can also change the address for notice by general
announcements to RSU holders.
	 
	 	 
	Amendment

	 	Subject to any required action by the Board or the stockholders of the Company,
the Company may cancel the RSU and provide a new Award under the Plan in its place,
provided that the Award so replaced will satisfy all of the requirements of the Plan as
of the date such new Award is made and no such action will adversely affect the RSU to
the extent then Vested.
	 
	 	 
	Plan Governs

	 	Wherever a conflict may arise between the terms of this Grant Agreement and the
terms of the Plan, the terms of the Plan will control. The Board may adjust the number
of RSU Shares and other terms of the RSU from time to time as the Plan provides.






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