Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Fiscal Year End 09/30/95 53 299K
2: EX-10.(D) Restricted Stock Agreement 5 24K
3: EX-10.(E) Employment Agreement of Ovitz 20 47K
4: EX-10.(M) Cash Bonus Performance Plan 9 26K
5: EX-10.(S) Disney Salaried Savings & Investment Plan 149 194K
6: EX-21 List of Subsidiaries 1 5K
7: EX-27 Financial Data Schedule 2 8K
EX-10.(D) — Restricted Stock Agreement
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[LETTERHEAD OF THE WALT DISNEY COMPANY]
EXHIBIT 10(d)
As of May 5, 1995
Mr. Stephen F. Bollenbach
10400 Fernwood Drive
Washington, D.C.
Amended and Restated Award of Restricted Stock
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Dear Mr. Bollenbach:
We are pleased to confirm to you that, subject to the restrictions described
below, you have been awarded 150,000 shares of the Common Stock of The Walt
Disney Company (the "Company"), par value $0.025 per share (the "Restricted
Shares"). This letter will confirm the following agreement between you and the
Company with respect to this award of Restricted Shares.
1. Payment. Concurrently with your countersignature and return of
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this letter, you will deliver to the Company a payment of $3,750 in
consideration of the grant of the Restricted Shares, representing the aggregate
par value of the Restricted Shares.
2. Restriction on Transfer; Risk of Forfeiture.
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(a) No Transfer. Except as provided in Section 7, none of the
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Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered unless and until such shares become unrestricted.
(b) Performance-Based Restricted Shares. One-third or 50,000 shares
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of the Restricted Stock (hereinafter referred to as the "Performance Based
Restricted Shares") shall vest and become unrestricted in and, except as
provided in Section 4, only if (i) the required certification is made under the
1996 Cash Bonus Plan for Eligible Executive Officers of DC Holdco, Inc. (the
"1996 Bonus Plan") that the Performance Target (as defined in the 1996 Bonus
Plan) established with respect to you under the 1996 Bonus Plan has been met, or
(ii) the required certification is made under any subsequently adopted annual
cash
[LOGO OF THE WALT DISNEY COMPANY]
Mr. Stephen F. Bollenbach
As of May 5, 1995
Page 2
bonus plan that meets the requirements for performance-based compensation
under Section 162(m) of the Internal Revenue Code (a "Successor Bonus Plan")
that the performance target(s) established with respect to you, if any, under
any such Successor Bonus Plan have been met for the 1997 or 1998 fiscal year.
(c) Other Restricted Shares. Subject to the provisions of Section 3,
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the remaining 100,000 Restricted Shares shall vest and become unrestricted as
determined pursuant to the following schedule or at such earlier date as such
restrictions shall otherwise lapse under the provisions of Section 4:
Date Shares Become Unrestricted Number of Shares
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October 29, 1997 50,000
October 29, 1998 50,000
For purposes of this letter, the period during which the Restricted Shares
remain subject to the restrictions set forth in this Section 2 shall be called
the "Restricted Period."
(d) All certificates representing Restricted Shares shall be issued in
your name and delivered to you and returned by you to remain in the physical
custody of the Company during the Restricted Period or until such time as any
transfer restrictions hereunder otherwise terminate as provided herein. Each
such certificate shall bear a legend in substantially the following form:
"The transfer of these securities is subject to restrictions set
forth in a certain Amended and Restated Restricted Stock Award Agreement, dated
as of May 5, 1995, a copy of which is available for inspection at the office of
the Secretary of the Corporation."
Any purported transfer of any Restricted Shares in contravention of the terms,
conditions and restrictions set forth in this letter, irrespective of whether
the certificate representing such Shares contains the legend set forth above,
shall be ineffective, and any disposition of such Restricted Shares purported to
be effected thereby shall be void.
3.(a) Forfeiture of Restricted Shares upon Voluntary Termination or
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Termination for Cause. Except as provided in paragraph 4 below, if (i) you
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voluntarily terminate your employment with the Company, or (ii) your employ-
[LOGO OF THE WALT DISNEY COMPANY]
Mr. Stephen F. Bollenbach
As of May 5, 1995
Page 3
ment is terminated by the Company for Cause (as hereinafter defined) prior to
the end of the Restricted Period, the Restricted Shares then still subject to
the restrictions set forth in Section 2 shall be forfeited and revert back to
the Company without any payment to you. For purposes of this letter, "Cause"
means (i) your conviction of a felony or a crime involving moral turpitude; (ii)
your willful or repeated failure to perform substantially the duties and
responsibilities of your position, after receipt of written notice from the
Company of such failure; or (iii) your engaging in willful, intentional or
reckless misconduct or gross negligence that is seriously detrimental to the
business or reputation of the Company.
(b) Forfeiture of Performance-Based Restricted Shares upon Failure to
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Meet Performance Target(s). Except as provided in Section 4 below, the 50,000
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Performance-Based Restricted Shares shall be forfeited and revert back to the
Company without any payment to you on December 31, 1996 unless either (i) the
applicable Performance Target under the 1996 Bonus Plan has been met and duly
certified as provided therein, or (ii) a Successor Bonus Plan for fiscal years
beginning on or after October 1, 1996 has been adopted by the Company or DC
Holdco, Inc. If the Performance-Based Restricted Shares remain unvested after
December 31, 1996, they shall be forfeited and revert back to the Company
without payment to you (i) upon the failure of the shareholders to approve the
Successor Bonus Plan at the shareholder's meeting at which such plan is first
considered or (ii) on December 31, 1998, unless the Performance-Based Restricted
Shares have earlier become unrestricted pursuant to Section 2.
4. Vesting Upon Death, Disability, Termination by the Company Without
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Cause or Voluntary Termination for Good Reason. If your employment with the
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Company terminates due to (i) your death, (ii) your illness or disability which
has incapacitated you from performing your duties for six consecutive months as
determined in good faith by the Company's Chief Executive Officer, (iii) a
termination by the Company other than for Cause or (iv) a Voluntary Termination
for Good Reason (as defined below), the Restricted Period shall immediately and
automatically lapse, without further action by the Company, on the date of such
termination as to any Restricted Shares then still subject to the restrictions
set forth in Section 2; provided that if the termination occurs prior to the
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certification required under Section 2 for a reason specified in clause (iii) or
(iv) above, the vesting of the 50,000 Performance-Based Restricted Shares shall
not occur unless and until the certification required under Section 2 is made
for the fiscal year in which such termination of employment occurs. If such
[LOGO OF THE WALT DISNEY COMPANY]
Mr. Stephen F. Bollenbach
As of May 5, 1995
Page 4
certification is not made by the December 31st first following the end of the
fiscal year in which such termination of employment occurs, the Performance-
Based Restricted Shares shall then be forfeited and revert back to the Company
without payment to you.
For purposes of this letter, a "Voluntary Termination for Good Reason"
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means any voluntary resignation by you within 120 days following the occurrence
of any of the following events without your prior written consent: (i) you do
not serve as Chief Financial Officer of the Company; (ii) you do not report to
the Company's Chief Executive Officer; or (iii) your principal place of
employment is relocated to a location other than the Company's corporate
headquarters complex or a nearby complex housing other senior executives of the
Company or its affiliates.
5. Change in Control. Notwithstanding any other provision of this
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letter to the contrary, the Restricted Period shall lapse in the event the
Company enters into an agreement pursuant to which either the Company or all or
substantially all of its assets are to be sold or combined with another entity
(regardless of whether or not such sale or combination is subject to the
satisfaction of conditions precedent or subsequent) and, as a consequence
thereof, the market for public trading of the Company's Common Stock would, or
could reasonably be expected to be, eliminated or materially impaired.
6. Rights as a Stockholder. Subject to the provisions of Sections 2
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and 3 hereof, you shall have all the rights of a stockholder with respect to
your Restricted Shares, including the right to vote the shares and to receive
dividends.
7. Conversions and Property Distributions. In the event your
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Restricted Shares are exchanged for or converted into securities other than
Common Stock or in the event that any distribution is made with respect to such
Restricted Shares either in Common Stock or in other property (other than cash),
the securities or other property (other than cash) that you receive shall be
subject to the same restrictions as apply to your Restricted Shares.
8. Withholding. As a condition to receiving any share certificate
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without the legend and the vesting of any shares, you shall be required to pay
or to provide (to the Company's satisfaction), in accordance with the terms of
the Company's 1987 Stock Incentive Plan, as amended (the "Stock Plan"), for any
and all applicable Federal, state or local withholding taxes.
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[LOGO OF THE WALT DISNEY COMPANY]
Mr. Stephen F. Bollenbach
As of May 5, 1995
Page 5
9. No Right to Continued Employment. This letter is not an employment
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contract, and nothing in this letter shall be deemed to confer on you any right
to continue in the employ of the Company or any of its subsidiaries, or to
interfere with or limit in any way the right of the Company or any of its
subsidiaries to terminate such employment at any time.
10. Governing Law. This letter shall be construed and enforced in
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accordance with, and governed by, the internal laws of the State of California.
11. Waiver and Amendment. This letter may not be modified or amended,
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and any provision hereof may not be waived, except pursuant to a written
agreement signed by the Company and you. Any such modification, amendment or
waiver signed by, or binding upon, you shall be valid and binding upon any and
all persons or entities who may, at any time, have or claim any rights under or
pursuant to this letter in respect of the Restricted Shares. No waiver of any
breach or default hereunder shall be deemed a waiver of any subsequent breach or
default of the same or similar nature. This letter supersedes in its entirety
the letter agreement between us captioned "Award of Restricted Stock," dated May
5, 1995.
Please sign one of the two copies of this letter where indicated below and
return it to me at your earliest convenience. Please retain the other copy of
this letter for your records.
THE WALT DISNEY COMPANY
By: /s/ SANFORD M. LITVACK
----------------------------
Name:
Title:
ACCEPTED AND AGREED TO:
/s/ STEPHEN F. BOLLENBACH
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Stephen F. Bollenbach
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/31/98 | | 3 | | | | | None on these Dates |
| Changed as of / Corrected on: | | 12/21/98 |
| | 12/31/96 | | 3 |
| | 10/1/96 | | 3 |
| Filed on: | | 12/19/95 |
| For Period End: | | 9/30/95 |
| | 5/5/95 | | 1 | | 5 |
| List all Filings |
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