Expiration of Employment Term; Retirement for Walt_Disney

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DIS » Topics » Expiration of Employment Term; Retirement

This excerpt taken from the DIS DEF 14A filed Jan 22, 2010.

Expiration of Employment Term; Retirement

Under his employment agreement, if Mr. Iger’s employment ends at or within 30 days following the expiration of the stated term of his employment agreement (i.e., January 31, 2013), he will be entitled to the following compensation and rights, in

addition to compensation earned through that date:

•

A separation payment equal to the sum of his then current base salary and average bonus payable to him for the last three completed fiscal years for which the bonus has been determined at the time of the termination. In determining the average bonus, the bonus for any year for which no bonus is received shall be zero. Payment of the separation payment is subject to Mr. Iger executing a mutual release of liability in substantially the form attached to his employment agreement. If Mr. Iger’s employment agreement were scheduled to expire at the end of fiscal 2009 and he terminated within 30 days thereafter, this payment would be equal to $16,243,855.

•

Mr. Iger and his eligible dependants will be entitled to continue participating in all medical, dental and hospitalization benefit plans until the earlier of 12 months following the date of termination and the date Mr. Iger receives equivalent coverage and benefits from a subsequent employer. If this continuation of benefits conflicts with any law or regulation or has adverse tax consequences for Mr. Iger, the Company or other program participants, Mr. Iger will receive the economic equivalent of the continuation of benefits including compensation for the tax costs of receiving the economic equivalent rather than the benefits. If Mr. Iger’s employment agreement were scheduled to expire at the end of fiscal 2009 and he terminated within 30 days thereafter, this value of continued benefits would be $17,797 based on the Company’s estimated cost of providing these benefits.

Mr. Iger is not required to seek other employment to obtain compensation to offset the amounts payable by the Company as described above, and compensation resulting from subsequent employment will not be offset against amounts described above except that continuation of medical benefits may be terminated if Mr. Iger receives equivalent coverage and benefits as described above.

The Walt Disney Company Notice of 2010 Annual Meeting and Proxy Statement

Under the terms of restricted stock units awarded to Mr. Iger, Mr. Staggs and Mr. Braverman in lieu of a portion of their annual bonus award, these restricted stock units will vest immediately upon termination of their employment for any reason other than cause. If Mr. Iger, Mr. Staggs or Mr. Braverman’s employment had terminated at the end of fiscal 2009 for any reason other than cause, the value of this acceleration, based on the market price of shares of the Company’s common stock on October 3, 2009 times the number of units that would accelerate as a result of termination, would be $289,578, $620,366 and $378,574 for Mr. Iger, Mr. Staggs and Mr. Braverman, respectively.

Mr. Staggs, Mr. Braverman, and Mr. Mayer and Ms. McCarthy are entitled to earned, unpaid salary and unconditionally vested accrued benefits if their employment terminates at the expiration of their employment agreement (where applicable) or they otherwise retire, but they are not contractually entitled to any additional compensation in this circumstance.

Under a change in the Company’s long-term incentive program approved by the Compensation Committee in December 2009, options and restricted stock units awarded after December 2009 (and awarded at least one year before retirement) would continue to vest for three years after retirement (and options would remain exercisable until the earlier of three years after retirement and the original expiration date) if the participant was age 60 or greater and had at least ten years of service at the time of retirement except when, in the judgment of management, this would create issues under applicable local laws. This change did not affect any

options or restricted stock units held by the named executive officers on October 3, 2009.

This excerpt taken from the DIS DEF 14A filed Jan 16, 2009.

Expiration of Employment Term; Retirement

•

A separation payment equal to the sum of his then current base salary and aver-

age bonus payable to him for the last three completed fiscal years for which the bonus has been determined at the time of the termination. In determining the average bonus, the bonus for any year for which no bonus is received shall be zero. Payment of the separation payment is subject to Mr. Iger executing a mutual release of liability in substantially the form attached to his employment agreement. If Mr. Iger’s employment agreement were scheduled to expire at the end of fiscal 2008 and he terminated within 30 days thereafter, this payment would be equal to $14,303,542.

•

Mr. Iger and his eligible dependants will be entitled to continue participating in all medical, dental and hospitalization benefit plans until the earlier of 12 months following the date of termination and the date Mr. Iger receives equivalent coverage and benefits from a subsequent employer. If this continuation of benefits conflicts with any law or regulation or has adverse tax consequences for Mr. Iger, the Company or other program participants, Mr. Iger will receive the economic equivalent of the continuation of benefits including compensation for the tax costs of receiving the economic equivalent rather than the benefits. If Mr. Iger’s employment agreement were scheduled to expire at the end of fiscal 2008 and he terminated within 30 days thereafter, this value of continued benefits would be $16,581 based on the Company’s estimated cost of providing these benefits.

Mr. Iger is not required to seek other employment to obtain compensation to offset the amounts payable by the Company as described above and compensation resulting from subsequent employment will not be offset against amounts described above except that continuation of medical benefits may be terminated if Mr. Iger receives equivalent coverage and benefits as described above.

Under the terms of restricted stock units awarded to Mr. Iger, Mr. Staggs and Mr. Braverman in lieu of a portion of their annual bonus award, these restricted stock units will vest immediately upon

termination of their employment for any reason other than cause. If Mr. Iger,

The Walt Disney Company Notice of 2009 Annual Meeting and Proxy Statement

Mr. Staggs or Mr. Braverman’s employment had terminated at the end of fiscal 2008 for any reason other than cause, the value of this acceleration, based on the market price of shares of the Company’s common stock on September 26, 2008 times the number of units that would accelerate as a result of termination, would be $344,285, $1,426,006 and $960,309 for Mr. Iger, Mr. Staggs and Mr. Braverman, respectively. A portion of

these units vested on January 3 and January 10, 2009.

This excerpt taken from the DIS DEF 14A filed Jan 11, 2008.

Expiration of Employment Term; Retirement

Under his employment agreement, if Mr. Iger’s employment ends at or within 30 days following the expiration of the stated term of his employment agreement (i.e., October 2, 2010), he will be entitled to the following compensation and rights, in addition to compensation earned through that date (including a bonus for the fiscal year ending October 2, 2010):

•

payment is subject to Mr. Iger executing a mutual release of liability in substantially the form attached to his employment agreement. If Mr. Iger’s employment agreement were scheduled to expire on September 29, 2007 and he terminated within 30 days thereafter, this payment would be equal to $11,913,314.

•

Mr. Iger and his eligible dependants will be entitled to continue participating in all medical, dental and hospitalization benefit plans until the earlier of 12 months following the date of termination and the date Mr. Iger receives equivalent coverage and benefits from a subsequent employer. If this continuation of benefits conflicts with any law or regulation or has adverse tax consequences for Mr. Iger, the Company or other program participants, Mr. Iger will receive the economic equivalent of the continuation of benefits including compensation for the tax costs of receiving the economic equivalent rather than the benefits. If Mr. Iger’s employment agreement were scheduled to expire on September 29, 2007 and he terminated within 30 days thereafter, this value of continued benefits would be $16,188 based on the Company’s estimated cost of providing these benefits.

Under the terms of restricted stock units awarded to Messrs. Iger, Staggs and Braverman in lieu of a portion of their annual bonus award, these restricted stock units will vest immediately upon termination of their employment for any reason other than cause. If Mr. Iger, Staggs or Braverman’s employment had terminated on September 29, 2007 for any reason other than cause, the value of this acceleration, based on the market price of shares of the Company’s common stock on September 28, 2007 times the number

The Walt Disney Company Notice of 2008 Annual Meeting and Proxy Statement

of units that would accelerate as a result of termination, would be $706,852, $2,157,258, and $1,241,582 for Messrs. Iger, Staggs and Braverman, respectively.

Messrs. Staggs, Braverman, Mayer and Coleman are entitled to earned, unpaid

salary and unconditionally vested accrued benefits if their employment terminates at the expiration of their employment agreement or they otherwise retire, but they are not entitled to any additional compensation in this circumstance.

EXCERPTS ON THIS PAGE:

DEF 14A	Jan 22, 2010

DEF 14A	Jan 16, 2009

DEF 14A	Jan 11, 2008

Walt Disney Company (DIS)

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