THE WALT DISNEY COMPANY
MICHAEL D. EISNER
Michael D. Eisner ("Executive") and The Walt Disney Company, a Delaware corporation ("Company"), hereby
agree as follows:
The term of this Agreement shall commence on January 8, 1997 and shall terminate on September 30, 2006.
Executive shall be employed by Company as its Chairman and Chief Executive Officer. Executive shall report
directly and solely to the Company's Board of Directors ("Board"). Executive shall devote his full time and best
efforts to the Company. Company agrees to nominate Executive for election to the Board as a member of the
management slate at each annual meeting of stockholders during his employment hereunder at which Executive's
director class comes up for election. Executive agrees to serve on the Board if elected.
Executive shall receive an annual base salary of $750,000. The Board, in its discretion, may increase the base
salary based upon relevant circumstances.
(a) Executive shall, as provided in, and subject to, Sections 4(e) and 4(f) below, receive an incentive bonus for
Company's fiscal years ending September 30, 1997 and September 30, 1998, pursuant to Company's 1997
Cash Bonus Performance Plan for Executive Officers (the "Executive Cash Bonus Performance Plan"), which
plan shall be submitted to the shareholders of Company as provided in Section 4(f) hereof.
(b) Executive shall, as provided in, and subject to, Sections 4(c),4(e) and 4(f) below, receive an incentive bonus
for each fiscal year of Company which shall end after September 30, 1998 and on or before the termination of
this Agreement and for such additional periods as are provided in Section 4(e) below, in an amount determined in
accordance with the bonus formula set forth on Exhibit 1 hereto. Such bonus formula shall be submitted to the
shareholders of Company as provided in Section 4(f) hereof.
(c) Both parties acknowledge that the bonus formula set forth on Exhibit A