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This excerpt taken from the DIS 8-K filed Oct 6, 2005. Compensation Committee”), which shall be substantially the same as the objectives established under the Annual Plan for other senior executive officers of the Company. Accordingly, depending on such performance, the actual amount payable as an annual bonus to Executive under the Annual Plan may be less than, greater than or equal to the target bonus specified above. Any bonus payable pursuant to this Paragraph 3(b) shall be paid at the same time as annual bonuses are payable to other officers of the Company in accordance with the provisions of the Annual Plan, subject to Executive’s continued employment with the Company through the date on which such bonuses are paid (except that, with respect to any annual bonus payable to Executive for the fiscal year ending on or about September 30, 2010, Executive need only be employed through the end of such fiscal
year).
(c) Eligibility for Equity Awards. Subject to the terms of this Agreement, Executive shall be entitled to participate in any stock option, performance share, performance unit or other equity based long-term incentive compensation plan, program or arrangement generally made available to senior executive officers of the Company, on substantially the same terms and conditions as generally apply to such other officers, except that the size of the awards made to Executive shall reflect Executive’s position with the Company and the Compensation Committee’s evaluation of Executive’s performance and competitive compensation practices. During each fiscal year during the term hereof (including the fiscal year including the Commencement Date), Executive shall receive an annual award with a target award value (which value shall be as determined in accordance with the policies and practices generally applicable to other senior executives of the Company) of not less than four times Executive’s base salary as in effect on the Commencement Date; it being understood that the form of the award shall be determined by the Compensation Committee and such form shall be subject to the terms of the applicable plan or plans of the Company. The Compensation Committee may increase the award value of any award made in respect of any such fiscal year based on its evaluation of Executive’s performance. The award to be made pursuant to this Paragraph 3(c) in respect of the fiscal year commencing with the Commencement Date will be made not later than the end of the first calendar quarter of 2006. The actual benefits conveyed to Executive in respect of any such awards may be less than or greater than the targeted award value, as such benefits will be dependent on a series of performance and other factors, such as the value of the Company’s common stock and satisfaction of any applicable vesting requirements and performance conditions.
(a) Award. In addition to the participation in the equity plans referenced in Section 3(c), and effective as of the Commencement Date, the Company shall make a one-time grant to Executive of 500,000 performance based stock units (each, a “ |
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