EMPLOYMENT AGREEMENT DATED AS OF JANUARY 24, 2000
BETWEEN THE WALT DISNEY COMPANY
AND ROBERT A. IGER
AGREEMENT (the "Agreement") made as of January 24, 2000 by and between THE WALT DISNEY
COMPANY ("Disney") and ROBERT A. IGER ("Executive").
In consideration of the mutual covenants contained herein, Executive and Disney hereby agree as follows:
The initial term of Executive's employment hereunder shall commence on and as of January 24, 2000, and shall
expire on the fourth anniversary thereof (i.e., January 24, 2004) unless earlier terminated as hereinafter provided.
In full consideration for all rights and services provided by Executive hereunder, Executive shall receive an annual
salary of $1,500,000, of which $1,000,000 shall be payable in accordance with Employer's then prevailing
payroll policy, and $500,000 of which shall be deferred and shall be paid, together with interest thereon (which
interest shall accrue at the rate of the applicable federal rate for mid-term treasuries (currently 6.8% compounded
annually), 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), by Disney to Executive upon a date which shall be not less than thirty days after the
date Executive shall no longer be subject to the provisions of Section 162(m) of the Internal Revenue Code.
Executive's salary shall be subject to annual review by Disney for increase.
Bonus compensation for Executive shall be subject to the discretion of the Executive Performance Subcommittee
of the Board of Directors of Disney in accordance with Disney's Annual Bonus Performance Plan for Executive
Officers (or any successor plan thereto).
4. Special Payment
As an inducement for Executive to enter into this Agreement and in discharge of all obligations of Disney and/or
any of its affiliated entities to provide compensation (other than previously granted stock options) to Executive
pursuant to any pri