First Amendment to Amended and Restated Employment Agreement Between The Walt Disney Company and Michael D. Eisner (April 27, 2004)

Summary

This amendment updates the employment agreement between The Walt Disney Company and Michael D. Eisner, effective April 27, 2004. It removes references to Eisner's role as Chairman, clarifies that his duties and authority as Chief Executive Officer remain unchanged, and confirms that Eisner will not claim breach or seek to terminate his employment due to his removal as Chairman. All other terms of the original agreement remain in effect.

EX-10.C 5 v98933exv10wc.txt EXHIBIT 10.C EXHIBIT 10(c) First Amendment to Amended and Restated Employment Agreement dated June 29, 2000 Between The Walt Disney Company And Michael D. Eisner The Walt Disney Company ("Company") and Michael D. Eisner ("Executive") hereby amend the Amended and Restated Agreement dated June 29, 2000 between Company and Executive ("Agreement") as follows, effective as of April 27, 2004. Capitalized terms used but not defined in this amendment (the "First Amendment") shall have the meanings given in the Agreement. 1. Section 2 of the Agreement is amended to delete the reference to the employment of Executive as the Company's "Chairman" and Section 10(i) of the Agreement is amended to delete the reference to Executive's election or retention as "Chairman". 2. Section 2 of the Agreement is amended to include a new second sentence: "For all purposes under this Agreement, as Chief Executive Officer, Executive shall retain the same duties and responsibilities, with the same scope of authority, with respect to the management of the Company, as he previously held as Chief Executive Officer during the term of the Agreement." 3. Executive hereby agrees not to assert any right to terminate his employment under Section 10 of the Agreement, or to claim a breach of the Agreement or otherwise assert any claim or right, as a result of his removal from the position of Chairman on March 3, 2004. 4. Except as modified hereby, all provisions of the Agreement shall continue in full force and effect. Without limiting the generality of the foregoing, except as expressly provided herein, this First Amendment shall not affect any other rights that the Executive or the Company may have under the Agreement. IN WITNESS WHEREOF, the parties have executed this First Amendment on this 27th day of April 2004. THE WALT DISNEY COMPANY By: ALAN N. BRAVERMAN -------------------- MICHAEL D. EISNER ------------------------------ MICHAEL D. EISNER