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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
(e) On July 1, 2013, the Company amended the Amended and Restated Employment Agreement with Robert A. Iger dated as of October 6, 2013 (the “Agreement”),
to extend the period under which Mr. Iger would serve as Chief Executive Officer to June 30, 2016, the end of the Agreement's term. Prior to amendment, the Agreement had provided that Mr. Iger's service as Chief Executive Officer would end on March 31, 2015, and that from that date until June 30, 2016, he would serve only as Executive Chairman.
The amendment provides that Mr. Iger's annual compensation for the extended period he will serve as Chief Executive Officer will be determined on the same basis as his annual compensation as Chief Executive Officer was determined prior to the amendment. Specifically, in addition to his annual salary which remains unchanged, the amendment states that the target annual incentive under the
Company's Management Incentive Bonus Program and the target equity award value for fiscal year 2016 will be the same as those that apply for fiscal year 2015.
The amendment also specifies the provisions of his existing agreement will be applied recognizing that there is no Executive Chairman period separate from Mr. Iger's tenure as CEO, and that vesting provisions for restricted stock units and options, and exercise periods for options, that applied in connection with a termination date occurring during the period that he would have served only as Executive Chairman (that is, from April 1, 2015) will continue to apply.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.