THE WALT DISNEY COMPANY
AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN
1. Purpose . The purpose of The Walt Disney Company Amended and Restated 2005 Stock Incentive Plan is to further
align the interests of employees and directors with those of the shareholders by providing incentive compensation
opportunities tied to the performance of the Common Stock and by promoting increased ownership of the Common Stock by
such individuals. The Plan is also intended to advance the interests of the Company and its shareholders by attracting,
retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s
business is largely dependent.
2. Definitions . Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified
“ Affiliate ” means (i) any entity that would be treated as an “affiliate” of the Company for purposes of Rule 12b–2
under the Exchange Act and (ii) any joint venture or other entity in which the Company has a direct or indirect beneficial
ownership interest representing at least one–third ( 1 / 3 ) of the aggregate voting power of the equity interests of such entity or
one–third ( 1 / 3 ) of the aggregate fair market value of the equity interests of such entity, as determined by the Committee.
“ Award ” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Stock Unit Award or
Stock Award granted under the Plan.
“ Award Agreement ” means a written or electronic agreement entered into between the Company and a Participant
setting forth the terms and conditions of an Award granted to a Participant.
“ Board ” means the Board of Directors of the Company.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Common Stock ” means the Company’s common stock, par value $0.01 per share.
“ Committee ” means the Compensation Committee of the Board, or such other committee of the Board appointed by
the Board to administer the Plan.