a2022630-exhibit1018






      EMPLOYEE RSU FORM  #ParticipantName#    Dear #ParticipantFirstName#,    Congratulations, you have been awarded a restricted stock unit (“RSU”) by Warner Bros. Discovery, Inc.  (the “Company”).  A restricted stock unit entitles you to receive a specific number of shares of the  Company’s 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 Warner Bros. Discovery, Inc. Stock Incentive Plan (the  “Plan”).  The Company’s general program to offer equity and equity-type awards to eligible employees is  referred to as the Performance Equity Program (“PEP”).  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 award under the Plan that  you must review and acknowledge.  If you are subject to this requirement, the International Addendum is  attached.     RSU Grant Summary     Date of Grant #GrantDate#  RSU Shares #QuantityGranted#  Vesting Schedule #VestingDateandQuantity#     You have been granted an RSU for shares (“Shares”) of Warner Bros. Discovery, Inc. 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 be employed by the Company or a Subsidiary (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 Schedule” and “Vesting Dates,” assuming you remain  an employee or become and remain a member of the Company’s Board of Directors and subject  to the terms in the Grant Agreement.   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.    Please note the Clawback section of the Grant Agreement, which reflects an important policy of ours.   The Compensation Committee of our Board of Directors has determined that awards made under the Plan  are subject to a clawback in certain circumstances.  By accepting this award, you agree that the  Compensation Committee may change the Clawback section of any or all of the grant agreements from  time to time without your further consent to reflect changes in law or company policy.    You can access the People & Culture Portal and review the Equity Page for more information by clicking  Compensation & Recognition and then Equity.    





 






        Page 2    WARNER BROS. DISCOVERY, INC.  RESTRICTED STOCK UNIT GRANT AGREEMENT FOR EMPLOYEES     Warner Bros. Discovery, Inc. (the “Company”) has granted you a restricted stock unit (the  “RSU”) under the Warner Bros. Discovery, Inc. Stock Incentive Plan (the “Plan”).  The RSU lets you  receive a specified number (the “RSU Shares”) of shares (“Shares”) of the Company’s 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 (the  “Vesting Schedule”), 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.  If you are located in a country other than the United States, you are also receiving (or  previously have received) an International Addendum to this Grant Agreement (the “International  Addendum”).    The International Addendum is incorporated into the Grant Agreement by reference and  supplements the terms of this Grant Agreement and future grants to you under the Plan.                            The Plan document is available on the Fidelity web site.  The Prospectus for the Plan, the Company’s S-8,  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 People and Culture 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 WARNER BROS. DISCOVERY, INC. OR OTHER  INFORMATION AND REPRESENTATIONS SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT  REQUIRED.        





 






        Page 3    In addition to the Plan’s terms and restrictions, the following terms and restrictions apply:    1.  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).      While you are employed (or serving as a member of the Board), vesting will accelerate fully on your  death, Disability or Retirement.  If your employment and, if applicable, Board service is terminated by  the Company or a Subsidiary without Cause (other than by reason of your death or Disability) before  the RSU is fully vested and such termination does not constitute a Retirement, the RSU will remain or  become Vested on the original schedule as though you remained working through any Vesting Date(s)  occurring during the period that is the greater of 90 days after the date of termination and the period  over which you receive base salary severance payments from the Company pursuant to an applicable  employment or severance agreement, plan or policy, if any.     “Cause” has the meaning provided in Section 11.2(b) of the Plan.  “Disability” has the meaning  provided in Section 2.1 of the Plan. “Retirement” means your employment and, if applicable, board  service ends for any reason other than Cause, your death or your Disability at a point at which (i) you  are at least age 55, (ii) you have been employed by the Company or a Subsidiary (or served as a  member of the Board), any of its current or future Subsidiaries or Affiliates, or Warner Bros.  Discovery, Inc for at least ten years, where your period of service is determined using the Company’s  Prior Employment Service Policy or a successor policy chosen by the Committee, and (iii) you have  been actively employed or actively served as a member of the Company’s Board as described in the  foregoing clause (ii) for at least six months since the Date of Grant.      2.  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 RSU is fully  Vested and while you remain actively employed by the Company or a Subsidiary (or serve as a  member of the Board) (without reference to any deemed continuous employment or service following  an involuntary termination without Cause pursuant to the Vesting Schedule section above), and  provided that there is an equitable substitution or replacement for the RSU in connection with a  Change in Control, the RSU will have accelerated Vesting as a result of the Change in Control only if  (i) within 12 months after the Change in Control, (A) the Company or a Subsidiary terminates your  employment other than for Cause, or (B) if you are a party to an employment agreement with the  Company or a Subsidiary that permits you to resign for Good Reason, you resign for Good Reason or  (ii) during such 12-month period after the Change in Control, you are given notice by the Company  that, in connection with a termination of your employment by the Company or a Subsidiary other than  for Cause, you shall no longer be required to provide services for the Company or its affiliates or  subsidiaries as an employee or member of the Board and you cease to provide such services, but due to  the length of any statutorily or contractually required notice period, your employment actually  terminates following the expiration of such 12-month period.     “Good Reason” has the meaning provided in your employment agreement with the Company (or a  Subsidiary), if any.         Accelerated Vesting will accelerate the Distribution Date only if and to the extent permitted under  Section 409A of the Code and the regulations thereunder (“Section 409A”); otherwise, any RSUs that  may become Vested on an accelerated basis, whether on or following a Change in Control (or  





 






        Page 4    otherwise hereunder), will be settled pursuant to the original Vesting Schedule and its associated  Distribution Date(s).    3.  Distribution Date.  Subject to any overriding provisions in the Plan or in Section 14 below, 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 60 days following the Vesting Date(s) or other event hereunder on  which the RSUs become Vested (or, if earlier, December 31 of the calendar year in which an  applicable Vesting Date 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”).     4.  Clawback.  If the Company’s Board of Directors or its Compensation Committee (the “Committee”)  determines, in its sole discretion, that you engaged in fraud or misconduct as a result of which or in  connection with which the Company is required to or decides to restate its financial statements, the  Committee may, in its sole discretion, impose any or all of the following:    (a) Immediate expiration of the RSU, whether vested or not, if granted within the first 12 months  after issuance or filing of any financial statement that is being restated (the “Recovery  Measurement Period”); and  (b) Payment or transfer to the Company of the Gain from the RSU, where the “Gain” consists of  the greatest of (i) the value of the RSU Shares on the applicable Distribution Date on which you  received them within the Recovery Measurement Period, (ii) the value of RSU Shares received  during the Recovery Measurement Period, as determined on the date of the request by the  Committee to pay or transfer, (iii) the gross (before tax) proceeds you received from any sale of  the RSU Shares during the Recovery Measurement Period, and (iv) if transferred without sale  during the Recovery Measurement Period, the value of the RSU Shares when so transferred.    This remedy is in addition to any other remedies that the Company may have available in law or  equity.  You expressly agree that the Company may take such actions as are necessary or appropriate  to effectuate the foregoing (as applicable to you) or applicable law without further consent or action  being required by you.    Payment is due in cash or cash equivalents within 10 days after the Committee provides notice to you  that it is enforcing this clawback.  Payment will be calculated on a gross basis, without reduction for  taxes or commissions.  The Company may, but is not required to, accept retransfer of shares in lieu of  cash payments.      5.  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 (including its Subsidiaries) 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 or Change in Control section.  You forfeit any unvested RSU immediately if the Company  or a Subsidiary terminates your employment for Cause or if you resign your employment (other than a  





 






        Page 5    resignation that would constitute a Retirement).  The forfeited RSU will then immediately revert to the  Company.  You will receive no payment for the RSU if you forfeit it.    Your employment or service with the Company or a Subsidiary will be treated as terminating through  a resignation that does not qualify for treatment applicable to terminations without Cause if either (i)  the entity that employs you ceases to qualify as a Subsidiary because of its sale, distribution, or other  disposition to an unrelated entity or (ii) because the entity that employs you sold a substantial portion  of its assets and your employment ended for any reason at or in connection with the closing of that  sale, distribution, or other disposition. For the avoidance of doubt, however, any termination of your  employment or service by reason of either of the occurrences described in (i) and (ii) of the  immediately preceding sentence may nevertheless qualify for treatment applicable to terminations  upon Retirement to the extent such Retirement constitutes a “separation from service” under Section  409A.    6.  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.     7.  Voting.  You may not vote the RSU.  You may not vote the RSU Shares unless and until the Shares  are distributed to you.    8.  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 or a Subsidiary, you may owe FICA and HI (Social Security and Medicare)  taxes before the Distribution Date.     Issuing the Shares under the RSU is contingent on 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  Distribution Date) that would equal all taxes required to be withheld (at their minimum withholding  levels), subject to approval by the Committee if you are subject to Section 16 of the Exchange Act, (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.      9.  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.    10.  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:      (a) 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;    (b) its receiving proof it considers satisfactory that a person seeking to receive the RSU Shares  after your death is entitled to do so;  





 






        Page 6    (c) your complying with any requests for representations under the Plan; and  (d) your complying with any Federal, state, or local tax withholding obligations.    11.  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     (a) 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  (b) agree that you will not sell, transfer, or otherwise dispose of the RSU Shares unless:    (i) 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  (ii) 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.    12.  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, this Grant Agreement and any applicable  employment or severance agreement or plan.    13.  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 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.    14.  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  





 






        Page 7    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.    15.  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.    16.  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.    17.  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.     18.  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.    19.  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.