Walt Disney Company CEO Employment Agreement with Robert Iger

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of October 2, 2005, by and between The Walt Disney Company, a Delaware corporation (the “Company”), and Robert A. Iger (“Executive”).

W I T N E S S E T H:

WHEREAS, the Company and its subsidiaries have employed Executive in various senior officer positions, most recently as President of the Company;

WHEREAS, the Board of Directors of the Company (the “Board”) has designated Executive to serve as the Company’s Chief Executive Officer, effective upon the retirement of the Company’s current Chief Executive Officer;

WHEREAS, Executive and the Company are currently parties to an employment agreement, dated as of January 24, 2000, which will expire by its own terms on September 30, 2005 (the “Current Agreement”);

WHEREAS, in recognition of Executive’s promotion to the position of Chief Executive Officer, effective as of October 2, 2005, and in furtherance of the Company’s desire to continue to secure the services of Executive, the Company is willing to enter into an agreement embodying the terms of Executive’s continuing employment (the “Agreement”); and

WHEREAS, Executive desires to continue his employment with the Company and to enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows:

1.         Employment. Upon the terms and subject to the conditions of this Agreement, the Company hereby employs Executive and Executive hereby accepts employment by the Company for the period commencing on October 2, 2005 (the “Commencement Date”) and ending on the last day of the fiscal year of the Company ending on or about September 30, 2010 (or such earlier date as shall be determined pursuant to Paragraph 6). The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Employment Period”.

2.         Position and Duties. From the Commencement Date and thereafter during the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company and in such other position or positions with the Company and its subsidiaries, consistent with his positions as President and Chief Executive Officer of the Company, as the Board shall reasonably assign Executive from time to time. Executive shall be the most senior officer of the Company and report directly and exclusively to the Board. During the Employment Period, unless and until the Board exercises any authority reserved to it under the Company’s By-Laws, Executive shall have the duties, responsibilities and obligations customarily exercised by individuals serving as the chief executive officer in a company of the size and nature of the Company. During the Employment Period, the Company shall also nominate Executive for re-election as a member of the Board at the expiration of each term of office, and Executive shall serve as a member of the Board for each period for which he is so elected. During the Employment Period, Executive shall devote substantially all his business time to the services required of him hereunder, and shall perform such services in a manner consonant with the duties of his position. Executive shall be subject to the terms and conditions of any applicable policy of the Company regarding service (including as a director) on behalf of any other organization, provided that, subject to the provisions of Paragraph 10(a), nothing herein shall preclude Executive from (i) engaging in charitable activities and community affairs, and (ii) managing his personal investments and affairs, so long as the activities listed in subclauses (i)-(ii) do not materially interfere, individually or in the aggregate, with the proper performance of his duties and responsibilities as the Company’s Chief Executive Officer.

(a)        Base Salary. During the Employment Period, the Company shall pay Executive a base salary at the annual rate of no less than $2,000,000. The amount of annual base salary currently payable under this Paragraph 3(a) shall be reduced, however, to the extent Executive elects to defer such salary under the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or any of its subsidiaries. Executive’s annual base salary payable hereunder, without reduction for any amounts deferred as described above, is referred to herein as the “Base Salary”. The Company shall pay Executive the portion of his Base Salary not deferred at the election of Executive in accordance with its generally applicable policies for senior executives, but not less frequently than in equal monthly installments. Amounts of base salary accrued but deferred pursuant to the terms of the Current Agreement shall be paid to Executive by the Company, together with interest thereon (which interest shall accrue at the rate of the applicable federal rate for mid-term treasuries and which rate shall be reset annually on the basis of the rate in effect for March for each year during which the deferral shall be in effect), promptly following (but in no event more than 30 days after) the first date on which payment of such amounts can be made to Executive without such amounts (i) being non-deductible to the Company by reason of Section 162(m) of the Internal Revenue Code (or any successor provision thereto) and (ii) failing to comply with the provisions of Section 409A of the Internal Revenue Code (or any successor provision thereto).

(b)       Incentive Compensation. Executive shall be given the opportunity to earn an annual incentive bonus in accordance with the annual bonus plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Plan”). Executive’s target annual incentive bonus opportunity under the Annual Plan during each fiscal year during the term hereof (including the fiscal year including the Commencement Date) shall be no less than $7,250,000. The actual amount payable to Executive as an annual bonus under the Annual Plan shall be dependent upon the achievement of performance objectives established in accordance with the Annual Plan by the Board or the committee of the Board responsible for administering such Annual Plan (the “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)...