Walt Disney Company (DIS)

(c)       Accelerated Vesting. In accordance with Section 11 of the Stock Plan as currently in effect, upon the occurrence of a Triggering Event within the 12-month period following a Change in Control, the Stock Units shall become fully vested and payable pursuant to Paragraph 4(d). For purposes of this Agreement, “Triggering Event” and “Change in Control” shall have the meanings given to such term in the Stock Plan, as in effect on the date hereof.

(d)       Payment of Award. To the extent that any Stock Units vest as of any applicable Vesting Date (including by reason of the application of Section 6(b)(i) or (b)(iv) hereof), the Company shall, within 30 days of the later of the date on which such Stock Units vest and the date of certification by the Compensation Committee of the achievement of the performance criteria applicable to the vesting of such Stock Units, which shall in any event be done within 90 days of the applicable Vesting Date (and in all events within 30 days following vesting under Paragraph 4(c)), issue to Executive payment in respect of the number of Stock Units that became vested as of such date (or, if any Stock Units became vested as of any prior Vesting Date, the remainder of (i) the maximum aggregate number of Stock Units that could have become vested as of such date minus (ii) the total number of such Stock Units that shall have vested prior thereto). To the extent that any Stock Units vest pursuant to Paragraph 6(b)(iv), the Company shall issue to Executive payment in respect of the number of Stock Units that became vested pursuant to such paragraph not later than the date the Company would have been required to deliver such Stock Units to Executive had Executive continued in its employment. The Stock Units shall be paid in Shares. The Stock Units, whether or not vested, will not confer any voting rights upon Executive, unless and until Executive receives Shares as payment in respect of such Stock Units.

(e)        Dividend Equivalents. Any dividends paid on Shares will be credited to Executive as additional Stock Units as if the Stock Units previously held by Executive 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 Plan) of the Shares on the date of payment of such dividend and the amount reported by the Company as paid to shareholders in respect of such dividends, provided, however, that if any dividend is paid in common stock of the Company, the number of additional Stock Units (or fractions thereof) credited in respect of each then outstanding Stock Unit shall be equal to the number of shares of common stock (or fractions thereof) distributed in respect of one share of common stock. All such additional Stock Units shall be subject to the same vesting requirements applicable to the previously held Stock Units in respect of which they were credited and shall be payable in accordance with Section 4(d) hereof.

(a)        Benefits. During the Employment Period, Executive shall be eligible to participate in (i) each welfare benefit plan sponsored or maintained by the Company and made available generally to its senior officers, including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and (ii) each pension, profit sharing, retirement, deferred compensation or savings plan sponsored or maintained by the Company for its senior officers, in each case, whether now existing or established hereafter, in accordance with the generally applicable provisions thereof.

(b)       Perquisites. During the Employment Period, Executive shall be entitled to receive such perquisites as are generally provided to other senior officers of the Company in accordance with the then current policies and practices of the Company.

(c)       Business Expenses. The Company shall pay or reimburse Executive for all reasonable expenses incurred or paid by Executive during the Employment Period in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company.

(d)       Indemnification. Executive and the Company are parties to an indemnification agreement effective as of October 1, 2003 (the “