0001193125-11-070351.txt : 20110318 0001193125-11-070351.hdr.sgml : 20110318 20110318060202 ACCESSION NUMBER: 0001193125-11-070351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20110317 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110318 DATE AS OF CHANGE: 20110318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 11696710 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

March 17, 2011

 

 

The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

 

1-11605   95-4545390
(Commission File Number)   (IRS Employer Identification No.)

 

500 South Buena Vista Street

Burbank, California

   91521
(Address of principal executive offices)   (Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On March 17, 2011, the Company amended employment agreements with each of Robert A. Iger, James A. Rasulo, Alan N. Braverman and Thomas O. Staggs to remove from their employment agreements a provision for payment to the executive to cover excise taxes incurred by the executive pursuant to Section 4999 of the Internal Revenue Code with respect to payments received by the executive upon termination following a change in control.

The amendments of Mr. Iger, Mr. Rasulo, Mr. Braverman and Mr.Staggs’ agreement are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively to this Report and are incorporated herein by reference.

 

Item 9.01 Exhibits

 

Exhibit 10.1    Amendment dated March 17, 2011 to the Amended and Restated Employment Agreement, dated as of December 23, 2008, between the Company and Robert A. Iger
Exhibit 10.2    Amendment dated March 17, 2011 to Employment Agreement, dated as of January 1, 2010, between the Company and James A. Rasulo
Exhibit 10.3    Amendment dated March 17, 2011 to Employment Agreement, dated as of October 1, 2008, between the Company and Alan N. Braverman
Exhibit 10.4    Amendment dated March 17, 2011 to Amended and Restated Employment Agreement dated as of December 18, 2008, between the Company and Thomas O. Staggs

Signatures

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.

 

The Walt Disney Company
By:   /s/ Roger J. Patterson
 

Roger J. Patterson

Managing Vice President, Counsel

            Registered In-House Counsel

Dated: March 18, 2011

EX-10.1 2 dex101.htm AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGMT (IGER) Amendment to the Amended and Restated Employment Agmt (Iger)

Exhibit 10.1

March 17, 2011

Mr. Robert A. Iger

President and Chief Executive Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

 

  RE: Amendment to that certain Amended and Restated Employment
       Agreement Between The Walt Disney Company and Robert A. Iger,
       dated as of December 23, 2008 (the “Agreement”)

Dear Mr. Iger:

This letter agreement will confirm that Paragraph 10 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

 

Very truly yours,

 

THE WALT DISNEY COMPANY

By:   /s/ M. Jayne Parker
Title:   EVP, Chief HR Officer
Date:   3/17/2011

 

ACCEPTED AND AGREED TO:
  /s/ Robert A. Iger
  Robert A. Iger

Date:

   3/17/2011
 EX-10.2 3 dex102.htm AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGMT (RASULO) Amendment to the Amended and Restated Employment Agmt (Rasulo)

Exhibit 10.2

March 17, 2011

Mr. James A. Rasulo

Senior Executive Vice President and Chief Financial Officer

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

  RE: Amendment to that certain Employment Agreement Between The Walt
       Disney Company and James A. Rasulo, dated as of January 1, 2010
       (the “Agreement”)

Dear Mr. Rasulo:

This letter agreement will confirm that Paragraph 7 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

 

Very truly yours,

 

THE WALT DISNEY COMPANY

By:   /s/ M. Jayne Parker
Title:   EVP, Chief HR Officer
Date:   3/17/2011

 

ACCEPTED AND AGREED TO:
  /s/ James A. Rasulo
  James A. Rasulo

Date:

   3/17/2011
 EX-10.3 4 dex103.htm AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGMT (BRAVERMAN) Amendment to the Amended and Restated Employment Agmt (Braverman)

Exhibit 10.3

March 17, 2011

Mr. Alan N. Braverman

Senior Executive Vice President, General Counsel and Secretary

The Walt Disney Company

500 South Buena Vista Street

Burbank, California 91521

 

  RE: Amendment to that certain Employment Agreement dated as of
       October 1, 2008 by and between The Walt Disney Company and
       Alan N. Braverman (the “Agreement”)

Dear Mr. Braverman:

This letter agreement will confirm that Paragraph 7 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

 

Very truly yours,

 

THE WALT DISNEY COMPANY

By:   /s/ M. Jayne Parker
Title:   EVP, Chief HR Officer
Date:   3/17/2011

 

ACCEPTED AND AGREED TO:
  /s/ Alan N. Braverman
  Alan N. Braverman

Date:

   3/17/2011
 EX-10.4 5 dex104.htm AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGMT (STAGGS) Amendment to the Amended and Restated Employment Agmt (Staggs)

Exhibit 10.4

March 17, 2011

Mr. Thomas O. Staggs

Chairman

Walt Disney Parks and Resorts Worldwide

500 South Buena Vista Street

Burbank, California 91521

 

  RE: Amendment to that certain Amended and Restated Employment Agreement Between The Walt Disney Company and Thomas O. Staggs dated as of December 18, 2008, as amended and assigned to Walt Disney Parks and Resorts Worldwide on January 7, 2010 (the “Agreement”)

Dear Mr. Staggs:

This letter agreement will confirm that Paragraph 7 of the Agreement is hereby deleted in its entirety (together with all references thereto in the Agreement) and shall be of no further force or effect, effective as of the date hereof.

As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.

If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience.

 

Very truly yours,

 

WALT DISNEY PARKS

AND RESORTS WORLDWIDE

By:   /s/ Marsha L. Reed
Title:   Vice President
Date:   March 17, 2011

 

ACCEPTED AND AGREED TO:
  /s/ Thomas O. Staggs
  Thomas O. Staggs

Date:

   March 17, 2011