DIS » Topics » LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
This excerpt taken from the DIS DEF 14A filed Jan 6, 2005.
LONG-TERM INCENTIVE PLANSAWARDS IN LAST FISCAL YEAR
Number of Shares, Units or Other Rights(1) (#)
Performance or Other Period Until Maturation or Payout
Estimated Future Payouts under Non-Stock Price-Based Plans (2)
Michael D. Eisner
Robert A. Iger
Thomas O. Staggs
Peter E. Murphy
Alan N. Braverman
These performance-based stock units were awarded to the executive officer listed above under the Companys 2002 Executive Performance Plan, which was approved by shareholders
at the 2002 annual meeting. Each unit is a notional unit of measurement equivalent to one share of Disney common stock. The stock units have no voting rights unless and until paid in shares of Disney common stock. Any dividends paid on the
Companys common stock while the stock units are outstanding are deemed reinvested as stock units. The performance-based stock units become vested and payable only if certain performance goals are met and the executive officer remains employed
by the Company. Vesting and payment will be accelerated upon the death or disability of the executive officer or upon a triggering event following a change in control of the Company, as defined under the Companys Amended and Restated 1995
Stock Incentive Plan, or upon the occurrence of an event that triggers immediate vesting of outstanding awards under the executives employment agreement. The performance goal for the first vesting period is based on the adjusted net income of
the Company for the applicable performance period, as provided under the 2002 Executive Performance Plan. The performance goal for the second vesting period will be set by the Compensation Committee within the first 90 days of the second vesting
period. The awards are intended to be qualified performance-based compensation under Internal Revenue Code Section 162(m).
If the performance goals are met for the applicable performance period, the awards will be paid in cash, shares of Disney common stock or a combination thereof, as determined by the
Compensation Committee, within 30 days following the earliest date on which all applicable vesting requirements have been satisfied. Any shares of Disney common stock issued under an award will be derived from the share reserve under the Amended and
Restated 1995 Stock Incentive Plan.
If the performance goals are met for the applicable performance period, the target payout will be awarded. There are no threshold or maximum levels.