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Exhibit 10(ff)

Form of Agreement

Revised as of December 7, 2005




THE WALT DISNEY COMPANY




Performance-Based

Stock Unit Award

(Dual Performance Goals)




     AWARD AGREEMENT, dated as of ____________, between The Walt Disney Company, a Delaware
corporation (“Disney”), and ___ (the “Participant”). This Award is granted on
____________, 200___ (the “Date of Grant”) by the Compensation Committee of the Disney Board of
Directors (the “Committee”) pursuant to the terms of the 2002 Executive Performance Plan (the
“Plan”), and pursuant to the terms of the Amended and Restated 1995 Stock Incentive Plan (the
“Stock Plan”). The applicable terms of the Plan and the Stock Plan are incorporated herein by
reference, including the definitions of terms contained therein.



     Section 1. Stock Unit Award. Disney hereby grants to the Participant, on the terms
and conditions set forth herein, an Award of ___ “Stock Units.” The Stock Units are notional
units of measurement denominated in Shares of Disney (i.e. one Stock Unit is
equivalent in value to one Share, subject to the terms hereof). The Stock Units represent an
unfunded, unsecured obligation of Disney. This Award is subdivided into “Tranche A” and “Tranche
B,” each of which constitute one half of the Award. Subject to the terms, conditions and
performance-based vesting requirements set forth herein, Tranche A of this Award will vest on the
second anniversary date of the Date of Grant and Tranche B on the fourth anniversary of the Date of
Grant.



     Section 2. Vesting Requirements. The vesting of this Award (other than pursuant to
accelerated vesting in certain circumstances as provided in Section 3 below) shall be subject to
the satisfaction of the conditions set forth in each of subsections A, B and C of this
Section 2:




	 	A.	 	Total Shareholder Return Vesting Requirement. The vesting of
fifty percent (50%) of both Tranche A and Tranche B shall be subject to
performance vesting under this Section 2.A. This performance vesting
requirement, which is applicable on both the second and fourth anniversary
dates of the Date of Grant, shall be satisfied if Total Shareholder Return (as
defined below) of Disney, determined on the relevant anniversary date as
provided below, exceeds the Total Shareholder Return for the Standard & Poor’s
500 Composite Stock Index (the “Reference TSR”) over either (i) the period of
one year preceding the applicable anniversary date or (ii) the period of three
years preceding the applicable anniversary date. “Total Shareholder Return”
shall mean, for any given determination date, an amount equal to the average of
the total return figures, calculated on the basis of weekly periodicity, as
currently reported under “Comparative Returns” by Bloomberg L.P. (or any other
reporting service that the Committee may designate from time to time) (i) for
Disney and (ii) for the Reference TSR (which is designated by Bloomberg L.P. as
the “S&P 500 Index”), as the case may be, for each of




 









 






	 	 	 	the four weeks immediately preceding the determination date, it being
understood that if any such determination is made on the last trading day of
any week, then that week shall be treated as a preceding week.






	 	 	 	If the performance vesting requirements of this Section 2.A are not
satisfied for Tranche A on the second anniversary date of the Date of Grant,
then 50% of Tranche A shall not vest on that date. However, such 50%
portion of Tranche A shall not be forfeited at that time and shall vest if
and when the performance vesting requirements set forth in this Section 2.A
applicable on the fourth anniversary date hereof are achieved. If the
performance vesting requirements applicable on the fourth anniversary of the
Date of Grant are not met, then the 50% portions of Tranche A and Tranche B
subject to vesting under this Section 2.A that are not then vested shall be
immediately forfeited and the Participant’s rights with respect thereto
shall cease.






	 	B.	 	Section 162(m) Vesting Requirement. This Award shall also be
subject to additional performance vesting requirements under this Section 2.B
with respect to 100% of both Tranche A and Tranche B, based upon the
achievement of the Performance Targets applicable to the Performance Periods
specified below, subject to certification of achievement of such Performance
Targets by the Committee pursuant to Section 4.8 of the Plan. The respective
Performance Targets (and the Business Criteria to which they relate) shall be
established by the Committee not later than 90 days following the beginning of
each Performance Period. If the Performance Target for a Performance Period is
not satisfied, the applicable portion of the Award (i.e.,
Tranche A or Tranche B) shall be immediately forfeited in its entirety. The
Performance Periods for the Stock Units granted hereunder shall be as follows:





	 	 	 
	Performance Period	 	Stock Units
	 
	 	 
	     Fiscal 200___and 200___

(October 1, 200___ - September 30, 200___)

	 	Tranche A (___ Stock Units)
	 
	 	 
	     Fiscal 200___and 200___

(October 1, 200___ - September 30, 200___)

	 	Tranche B (___ Stock Units)







	 	C.	 	Service Vesting Requirement. In addition to the
performance vesting requirements of subsections A and B of this Section
2, the right of the Participant to receive payment of this Award shall
become vested only if he or she remains continuously employed by Disney
or an Affiliate from the date hereof until the date determined as
follows: (A) with respect to the portion of this Stock Unit Award
subject only to the Section 162(m) vesting requirements set forth in




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	 	 	 	Section 2.B hereof, the last day of the Performance Period specified
in Section 2.B with respect to Tranche A or Tranche B, as applicable,
and (B) with respect to the portion of this Stock Unit Award subject
to the vesting requirements of both Sections 2.A and 2.B hereof, the
later of (i) the last day of the Performance Period specified in
Section 2.B with respect to Tranche A or Tranche B, as
applicable, and (ii) the date that the performance vesting
requirement as provided in Section 2.A hereof is satisfied with
respect to Tranche A or Tranche B, as applicable; provided, however,
that with respect to both clause (A) and clause (B) above, the date
upon which the continuous employment requirement of this Section 2.C
shall be deemed met hereunder shall in no event be earlier than the
second anniversary of the Date of Grant in the case of Tranche A and
the fourth anniversary of the Date of Grant in the case of both
Tranche B and Tranche A to the extent that the vesting of any portion
of Tranche A is subject to the performance vesting requirements of
Section 2.A hereof being met on the fourth anniversary date hereof;
and, provided, further, that, nothing set forth herein shall be
deemed to modify, qualify, or otherwise derogate from, the
requirement of Section 4.8 of the Plan that the Committee certify in
writing that the applicable Performance Targets of Section 2.B above
have been satisfied prior to the payment of any amount to the
Participant under this Award.






If the service vesting requirements of this Section 2.C are not satisfied
for Tranche A or Tranche B, respectively, the applicable number of Stock
Units shall be immediately forfeited and the Participant’s rights with
respect thereto shall cease.



All
Stock Units for which all of the requirements of this Section 2
have been satisfied shall become vested and shall thereafter be
payable in accordance with Section 5 hereof.



     Section 3. Accelerated Vesting. Notwithstanding the terms and conditions of Section
2 hereof, upon the Participant’s death or disability (within the meaning of Section 409A of the
Internal Revenue Code), or upon the occurrence of a Triggering Event within the 12-month period
following a Change in Control (in accordance with Section 11 of the Stock Plan as in effect on the
date hereof), this Award shall become fully vested and shall be payable in accordance with Section
5 hereof to the extent that it has not previously been forfeited. In addition, if the Participant
is employed pursuant to an employment agreement with Disney, any provisions thereof relating to
the effect of a termination of the Participant’s employment upon his or her rights with respect to
this Award, including, without limitation, any provisions regarding acceleration of vesting and/or
payment of this Award in the event of termination of employment, shall be fully applicable and
supercede any provisions hereof with respect to the same subject matter.



     Section 4. Dividend Equivalents. Any dividends paid in cash on Shares of Disney will
be credited to the Participant as additional Stock Units as if the Stock Units previously held by
the Participant were outstanding Shares, as follows: such credit shall be made in whole and/or
fractional Stock Units and shall be based on the fair market value (as defined in the Stock



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Plan) of the Shares on the date of payment of such dividend. All such additional Stock Units
shall be subject to the same vesting requirements applicable to the Stock Units in respect of which
they were credited and shall be payable in accordance with Section 5 hereof.



     Section 5. Payment of Award. Payment of vested Stock Units shall be made within 30
days following the later of:




	 	(i)	 	the applicable date under Section 2.C hereof as of which all of the applicable
vesting requirements under Section 2 hereof shall have been satisfied for Tranche A or
Tranche B, as applicable, or
	 
	 	(ii)	 	the date of certification of achievement of the applicable Performance Targets
by the Committee as required under Section 2.B hereof,





(or within 30 days following acceleration of vesting under Section 3 hereof, if applicable). The
Stock Units shall be paid in cash or in Shares (or some combination thereof), as determined by the
Committee in its discretion at the time of payment, and in either case shall be paid to the
Participant after deduction of applicable minimum statutory withholding taxes.



     Section 6. Restrictions on Transfer. Neither this Stock Unit Award nor any Stock
Units covered hereby may be sold, assigned, transferred, encumbered, hypothecated or pledged by the
Participant, other than to Disney as a result of forfeiture of the units as provided herein and as
provided in Section 6 of the Plan. The Stock Units constitute Restricted Units as defined in
Section 2.2 of the Plan.



     Section 7. No Voting Rights. The Stock Units granted pursuant to this Award, whether
or not vested, will not confer any voting rights upon the Participant, unless and until the Award
is paid in Shares.



     Section 8. Award Subject to Plans, Etc. This Stock Unit Award is subject to
the terms of the Plan and the Stock Plan, the terms and provisions of which are hereby incorporated
by reference. In the event of a conflict or ambiguity between any term or provision contained
herein and a term or provision of the Plan or the Stock Plan, the Plan or the Stock Plan (as
applicable) will govern and prevail. The Participant agrees that by accepting this Stock Unit
Award with Dual Performance Goals, the provisions of Section 2.C hereof shall supercede the
provisions of any Section 2.C as contained in an earlier Stock Unit Award with Dual Performance
Goals, if any, granted to Participant, and that the provisions of Section 2.C as set forth herein
shall be fully applicable to any such earlier Stock Unit Award with Dual Performance Goals. Disney
also agrees to be bound by the terms and provisions of Section 2.C as set forth herein to the
extent it is applicable, in accordance with the foregoing, to any earlier Stock Unit Award with
Dual Performance Goals granted to Participant.”



     Section 9. Changes in Capitalization. The Stock Units under this Award shall be
subject to the provisions of the Stock Plan relating to adjustments for changes in corporate
capitalization.



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     Section 10. No Right of Employment. Nothing in this Award Agreement shall confer upon
the Participant any right to continue as an employee of Disney or an Affiliate nor interfere in any
way with the right of Disney or an Affiliate to terminate the Participant’s employment at any time
or to change the terms and conditions of such employment.



     Section 11. Governing Law. This Award Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to the choice of law
principles thereof.



	 	 	 	 	 
	 	THE WALT DISNEY COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 

	 	PARTICIPANT	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 







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