{"id":39646,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-the-walt-disney-co-and-robert-a-iger.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-walt-disney-co-and-robert-a-iger","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-walt-disney-co-and-robert-a-iger.html","title":{"rendered":"Employment Agreement &#8211; The Walt Disney Co. and Robert A. Iger"},"content":{"rendered":"<pre>\n               EMPLOYMENT AGREEMENT DATED AS OF JANUARY 24, 2000\n                        BETWEEN THE WALT DISNEY COMPANY\n                              AND ROBERT A. IGER\n\n\n     AGREEMENT (the 'Agreement') made as of January 24, 2000 by and between THE\nWALT DISNEY COMPANY ('Disney') and ROBERT A. IGER ('Executive').\n\n     In consideration of the mutual covenants contained herein, Executive and\nDisney hereby agree as follows:\n\n1.   Term\n     ----\n\n     The initial term of Executive's employment hereunder shall commence on and\nas of January 24, 2000, and shall expire on the fourth anniversary thereof\n(i.e., January 24, 2004) unless earlier terminated as hereinafter provided.\n ----                                                                      \n\n2.   Salary\n     ------\n\n     In full consideration for all rights and services provided by Executive\nhereunder, Executive shall receive an annual salary of $1,500,000, of which\n$1,000,000 shall be payable in accordance with Employer's then prevailing\npayroll policy, and $500,000 of which shall be deferred and shall be paid,\ntogether with interest thereon (which interest shall accrue at the rate of the\napplicable federal rate for mid-term treasuries (currently 6.8% compounded\nannually), which rate shall be reset annually on the basis of the rate in effect\nfor March for each year during which the deferral shall be in effect), by Disney\nto Executive upon a date which shall be not less than thirty days after the date\nExecutive shall no longer be subject to the provisions of Section 162(m) of the\nInternal Revenue Code.  Executive's salary shall be subject to annual review by\nDisney for increase.\n\n3.   Bonus\n     -----\n\n     Bonus compensation for Executive shall be subject to the discretion of the\nExecutive Performance Subcommittee of the Board of Directors of Disney in\naccordance with Disney's Annual Bonus Performance Plan for Executive Officers\n(or any successor plan thereto).\n\n4.   Special Payment\n     ---------------\n\n \n     As an inducement for Executive to enter into this Agreement and in\ndischarge of all obligations of Disney and\/or any of its affiliated entities to\nprovide compensation (other than previously granted stock options) to Executive\npursuant to any prior arrangements between Executive and Disney and\/or any\naffiliated entity thereof, Disney shall pay to Executive, within ten business\ndays of the execution hereof by both parties, the amount of $2,200,000.\n\n5.   Stock Options\n     -------------\n\n     All stock options heretofore granted to Executive shall be subject to the\nfollowing:  All shares issuable upon exercise of any such options shall be\nregistered on Form S-8 or any successor form or other applicable form under the\nSecurities Act of 1933 and Disney shall, subject to the provisions of the plan,\nseek to keep such registration effective at all required times.  For the purpose\nof such options, a termination of Executive's employment shall not be deemed to\nbe for 'cause' unless such termination constitutes termination for 'good cause'\nas defined in Paragraph 10(a)(iii) below.\n\n6.   Title\n     -----\n\n     Executive shall be employed hereunder in the position of President and\nChief Operating Officer of Disney and shall report to the Chief Executive\nOfficer of Disney.  In addition, Disney agrees to nominate Executive for\nelection to its board of directors as a member of the management slate at each\nannual meeting of stockholders during the term of his employment hereunder or,\nif there shall at any time be director classes, at each such meeting at which\nExecutive's director class comes up for election.  Executive agrees to serve on\nthe board if elected.\n\n7.   Duties\n     ------\n\n     Executive shall devote substantially all of his business time to personally\nand diligently performing on an exclusive basis such duties, which services\nshall not be inconsistent with his position as President and Chief Operating\nOfficer of Disney, as are assigned to him from time to time by the Chief\nExecutive Officer of Disney, and any other duties accepted or undertaken by\nExecutive.\n\n8.   Expenses\n     --------\n\n     Executive shall be expected to incur various business expenses customarily\nincurred by persons holding like positions, including but not limited to\ntraveling, entertainment and similar expenses, all of which are to be incurred\nby Executive for the benefit of Disney.  Subject to Disney's policy regarding\nthe reimbursement and non-reimbursement of all such expenses, Employer shall\nreimburse Executive for such expenses from time to time, at Executive's request,\nand Executive shall account to Employer for such expenses.\n\n                                       2\n\n \n9.   Benefits\n     --------\n\n     (a)  Except as otherwise specifically provided hereunder, Executive shall\nbe entitled to receive and participate in all employee welfare benefit plans\ngenerally made available to the highest level of senior executives of Disney,\nincluding, without limitation, participation in Disney's medical, dental, life\ninsurance and disability benefit plans, in accordance with the normal policies\nand practices of Disney.\n\n     (b)  Executive shall be provided with an automobile in accordance with\nDisney's standard automobile policy.\n\n     (c)  In addition, Disney will provide Executive with such other perquisites\nas may be made generally available to the highest level of senior executives of\nDisney.\n\n10.  Termination by Disney\n     ---------------------\n\n     (a)  Disney shall have the right to terminate this Agreement, including the\nterm of Executive's employment under this Agreement, under the following\ncircumstances:\n\n               (i)    Upon the death of Executive.\n\n               (ii)   Upon notice from Disney to Executive in the event of a\ntotal and permanent disability which has incapacitated him from performing his\nduties for six consecutive months as determined in good faith by the Board of\nDirectors of Disney.\n\n               (iii)  For good cause upon written notice from the Disney.\nTermination by Disney of Executive's employment for 'good cause' as used in this\nAgreement shall be limited to willful gross neglect or malfeasance by Executive\nin the performance of his duties or the unilateral resignation by Executive as\nan employee of Disney without the prior written consent of Disney.\n\n     (b)  If this Agreement is terminated pursuant to Paragraph 10(a) above,\nExecutive's rights and Disney's obligations hereunder shall forthwith terminate\nexcept as expressly provided in this Agreement.\n\n     (c)  If this Agreement is terminated pursuant to Paragraph 10(a)(i) or (ii)\nhereof, Executive or his estate shall, in addition to the payments and benefits\nreferred to in Paragraph 9(d), be entitled to receive one hundred percent (100%)\nof his annual salary (including deferred salary) for an additional 12 months,\nseventy-five percent (75%) of such salary for 12 months thereafter, and fifty\npercent (50%) of such salary for the next 12 months.  In addition, all of\nExecutive's stock options shall accelerate and become immediately exercisable\nfor the period specified in the relevant stock option agreements (which shall be\n18 months from date of death or disability, but not beyond the originally\nscheduled term of the option in the case of the option granted on\n\n                                       3\n\n \nFebruary 9, 1996, and 18 months from date of death and 12 months from date of\ndisability with respect to all other options, but not beyond the originally\nscheduled term of such options), and Executive or his estate shall be paid a pro\nrata bonus for the year in which death or termination for disability occurred\nwhich will be calculated on the basis of an assumed bonus for the full year\nequal to the greater of $1,000,000 or the annual bonus received by Executive for\nthe prior fiscal year of Disney. Executive or his estate shall also be entitled\nto other benefits in accordance with and subject to the terms of the relevant\nplans and programs of Disney applicable to Executive at the time of his death or\ndisability.\n\n     (d)  If this Agreement is terminated pursuant to Paragraph 10(a)(iii),\nDisney shall have no obligation to Executive hereunder, except to (i) pay any\namounts unconditionally accrued under any pension or benefit plans of Disney or\nany of its affiliates companies in accordance with the terms thereof, (ii) pay\namounts earned, unconditionally accrued or owing to Executive but not yet paid,\nincluding, without limitation, any salary (including deferred salary plus\naccrued interest thereon) earned through the date of termination, and (iii)\nprovide other benefits unconditionally accrued and vested on the date of\ntermination, if any, in accordance with applicable plans and programs of Disney\nor any of its affiliated companies.\n\n     (e)  Whenever compensation is payable to Executive hereunder during a time\nwhen he is partially or totally disabled and such disability (except for the\nprovisions hereof) would entitle him to disability income or to base salary\ncontinuation payments from Disney according to the terms of any plan now or\nhereafter provided by Disney or any subsidiaries thereof or according to any\nDisney policy in effect at the time of such disability, the compensation payable\nto him hereunder shall be inclusive of any such disability income or base salary\ncontinuation and shall not be in addition thereto.  If disability income is\npayable directly to Executive by an insurance company under an insurance policy\npaid for by Disney or any subsidiaries thereof, the amounts paid to him by said\ninsurance company shall be considered to be part of the payments to be made by\nDisney to him pursuant to this Paragraph 10, and shall not be in addition\nthereto.\n\n11.  Termination by Executive\n     ------------------------\n\n     Executive shall have the right to terminate this Agreement, including his\nemployment under this Agreement, upon at least 30 days' notice to Disney given\nwithin 60 days following the occurrence of any of the following events without\nhis consent, provided that Disney shall have 30 days after the date such notice\nhas been given to Disney in which to cure the conduct specified in such notice:\n\n               (i)  a reduction in Executive's compensation rights hereunder\n(salary or stock options), other than as permitted hereunder or, in the case of\nstock options, under the applicable stock option plan or related rules, or\nmaterial reduction of any employee benefit or perquisite provided by Disney\n(other than as part of an across-\n\n                                       4\n\n \nthe-board reduction in such employee benefit or perquisite generally applicable\nto all senior executives of Disney;\n\n          (ii)   the failure to continue Executive in his position as provided\nin Paragraph 6 hereof, removal of him from such position or failure to nominate\nhim for election to Disney's board of directors as provided in Paragraph 6\nhereof;\n\n          (iii)  a material diminution in Executive's duties under Paragraph 7,\nthe assignment to Executive of duties which are materially inconsistent with\nsuch duties, or a change in the reporting relationship of Executive so that he\nno longer reports as provided in Paragraph 6 above;\n\n          (iv)   the relocation of Executive's principal office to a location\nmore than 50 miles from Manhattan or more than 50 miles outside of the greater\nLos Angeles area.\n\n     With respect to subparagraph (iii) above, Executive's duties and\nresponsibilities shall not be deemed materially reduced for purposes hereof\nsolely by virtue of the fact that Disney is (or substantially all of its assets\nare) sold to, or is combined with, another entity provided that (a) Executive\nshall continue to have the same duties, responsibilities and authority with\nrespect to Disney's business (including but not limited to entertainment and\nrecreation, parks and resorts, broadcasting, cable, direct broadcast satellite,\nfilmed entertainment, consumer products, music and the internet) as he had\nimmediately prior to the time of such sale or combination and (b) Executive\nshall continue to report directly to the chief executive officer and\/or board of\ndirectors of the entity that represents all or substantially all of the\ncontinued businesses of Disney or any of its affiliated companies.\n\n12.  Consequences of Breach by Disney\n     --------------------------------\n\n     If this Agreement is terminated pursuant to Paragraph 11 hereof, or if\nDisney shall terminate Executive's employment under this Agreement in any other\nway that is a breach of this Agreement by Disney, Executive shall be entitled to\nthe following, which he acknowledges to be fair and reasonable, as his sole and\nexclusive remedy, in lieu of all other remedies at law or in equity, for any\nsuch termination:\n\n          (i)    salary (including deferred salary and interest accrued thereon)\nthrough the date of termination;\n\n          (ii)   salary (including deferred salary and accrued interest\nthereon), at the annualized rate in effect immediately prior to the date of\ntermination of Executive's employment (or in the event a reduction in base\nsalary is the basis for a termination pursuant to Paragraph 11 above, then the\nbase salary in effect immediately prior to such reduction), for the balance of\nthe originally scheduled term of this Agreement;\n\n                                       5\n\n \n          (iii)  annual bonus for the year in which termination occurs based on\nan assumed bonus equal to the greater of $1,000,000 or the annual bonus received\nby Executive for the prior fiscal year of Disney, payable in a single\ninstallment promptly after his termination;\n\n          (iv)   the right to exercise all stock options in full for the period\nprovided in the relevant stock option agreement (which shall be twelve months in\nthe case of the stock option granted to Executive on February 9, 1996, and three\nmonths for all other options granted to Executive, but in all cases not beyond\nthe originally scheduled term of the relevant option); provided, however, that\n                                                       --------  -------      \nnotwithstanding the foregoing, no stock options which may at any time hereafter\nbe granted to Executive shall be included or taken into account in the\ncalculation of the payments provided for in Paragraph 18 hereof unless such\ninclusion or taking into account is expressly provided for in the stock option\nagreement(s) evidencing any such future grant(s);\n\n          (v)    any amounts earned, unconditionally accrued or owing to\nExecutive but not yet paid; and\n\n          (vi)   other benefits in accordance with applicable plans and programs\nof Employer.\n\n13.  Services Unique\n     ---------------\n\n     Executive recognizes that Executive's services hereunder are of a special,\nunique, unusual, extraordinary and intellectual character giving them a peculiar\nvalue, the loss of which cannot be reasonably or adequately compensated for in\ndamages, and in the event of a breach of this Agreement by Executive\n(particularly, but without limitation, with respect to the provisions hereof\nrelating to the exclusivity of Executive's services and the provisions of\nParagraph 14 hereof), Employer shall, in addition to all other remedies\navailable to it, be entitled to equitable relief by way of injunction and any\nother legal or equitable remedies.\n\n14.  Protection of Employer's Interests\n     ----------------------------------\n\n     (a)  During the term of Executive's employment by Disney, Executive will\nnot compete in any manner, directly or indirectly, whether as a principal,\nemployee, agent or owner, with Disney or any affiliate thereof, except that the\nforegoing will not prevent Executive from holding at any time less than 2% of\nthe outstanding capital stock of any company whose stock is publicly traded.\n\n     (b)  To the extent permitted by law, all rights worldwide with respect to\nany and all intellectual or other property of any nature produced, created or\nsuggested by Executive during the term of Executive's employment with Disney or\nany affiliated Company or resulting from Executive's services shall be deemed to\nbe a work made for\n\n                                       6\n\n \nhire and shall be the sole and exclusive property of Disney. Executive agrees to\nexecute, acknowledge and deliver to Disney at Disney's request, such further\ndocuments as Disney finds appropriate to evidence Disney's and\/or any affiliated\ncompany's rights in such property. Any confidential and\/or proprietary\ninformation of Disney or any affiliate thereof shall not be used by Executive or\ndisclosed or made available by Executive to any person except (i) as required in\nthe course of Executive's employment or (ii) when required to do so by a court\nof law, by any governmental agency having supervisory authority over the\nbusiness of Disney or by any administrative or legislative body (including a\ncommittee thereof) with apparent jurisdiction to order him to divulge, disclose\nor make accessible such information, it being understood that Executive will\npromptly notify Disney of such requirement so that Disney may seek to obtain a\nprotective order. Upon expiration or earlier termination of the term of\nExecutive's employment, Executive shall return to Disney all such information\nthat exists in written or other physical form (and all copies thereof) under\nExecutive's control. Without limiting the generality of the foregoing, Executive\nacknowledges signing and delivering to Disney, The Walt Disney Company and\nAssociated Companies Confidentiality Agreement and The Walt Disney Company and\nAssociated Companies Statement of Policy Regarding Conflicts of Interest and\nBusiness Ethics and Questionnaire Regarding Compliance and Executive agrees that\nall terms and conditions contained therein, and all of Executive's obligations\nand commitments provided for therein, shall be deemed, and hereby are,\nincorporated into this Agreement as if set forth in full herein. The provisions\nof this paragraph shall survive the expiration or earlier termination of this\nAgreement.\n\n15.  Arbitration\n     -----------\n\n     (a) Any dispute regarding any of the terms and conditions of this Agreement\n(a 'Dispute') between Executive and Disney shall be settled by arbitration in\nthe Los Angeles and, except as herein specifically stated, in accordance with\nthe Commercial Arbitration Rules of the American Arbitration Association (the\n'AAA Rules') then in effect, subject to the provisions of this Agreement.  Any\njudgment upon the determination reached by the arbitrators may be entered in any\ncourt having jurisdiction of the subject matter thereof.  The parties hereby\nsubmit to the in personam jurisdiction of the courts of the State of California\n                 --------                                                      \nfor purposes of confirming any such determination and entering judgment in\nrespect thereof.\n\n     (b) Any such arbitration shall be conducted before a panel of three\narbitrators, who shall be compensated for their services at a rate to be\ndetermined by the parties or by the American Arbitration Association in the\nevent the parties are not able to agree upon their rate of compensation.\n\n     (c) Within five calendar days of notice by a party seeking arbitration\nunder this provision, the party requesting arbitration shall appoint one person\nas arbitrator, and within ten calendar days thereafter the other party shall\nappoint the second arbitrator.  Within ten business days after the appointment\nof the second arbitrator, the\n\n                                       7\n\n \ntwo arbitrators so chosen shall mutually agree upon the selection of the third\nimpartial and neutral arbitrator, who (i) shall possess demonstrable knowledge\nand experience in the entertainment industry and (ii) shall have had no dealings\nwith either party during the preceding 5 years.\n\n     (d) In the event the chosen arbitrators cannot agree upon the selection of\nthe third arbitrator, the AAA Rules for the selection of such an arbitrator\nshall be followed, except the selection shall be from such persons as are\ndescribed in the immediately preceding subparagraph (c).  If the other party\nshall fail to designate the second arbitrator, the sole arbitrator appointed\nshall have the power to appoint, in his sole discretion, both the second and\nthird arbitrators.  If a party fails to appoint a successor to its appointed\narbitrator within ten business days of the death, resignation or other\nincapacity of such arbitrator, the remaining two arbitrators shall appoint such\nsuccessor.  The majority decision of the arbitrators will be final and\nconclusive upon the parties hereto.\n\n     (e) Each party hereby agrees to pay one-half of the compensation to be paid\nto the arbitrators in any such arbitration and one-half of the costs of\ntranscripts and other expenses of the arbitration proceedings and all of his or\nits own attorney's fees and other expenses; provided, however, that if Executive\nis the prevailing party in any arbitration, he shall be entitled to apply to the\narbitrators for an award to be paid by Disney of his reasonable attorneys' fees\nand costs, arbitrators' fees and costs and all other costs of arbitration and if\nthe arbitrators shall conclude that Disney's position in such arbitration was\nunreasonable, the arbitrators may, in their discretion, make an award to\nExecutive of any part or all of such fees and costs, provided further that\nDisney shall have the right to contest any such application and the amount of\nany such award.\n\n     (f) All testimony of witnesses at any arbitration proceeding held pursuant\nto these provisions shall be taken under oath, and the rules of evidence of the\nState of New York and judicial interpretations thereunder shall be strictly\nfollowed.  The actual arbitration hearing or hearings shall be transcribed by a\nreporter.\n\n     (g) The parties shall be entitled to conduct discovery proceedings in\naccordance with the California Code of Civil Procedure, and the rules of\nevidence of the California Evidence Code shall apply.\n\n     (h) The arbitrators chosen in accordance with these provisions shall not\nhave the power to alter, amend or otherwise affect the terms of these\narbitration provisions or the other provisions of this Agreement.\n\n     (i) Except as herein specifically provided, arbitration shall be the sole\nand exclusive remedy of the parties for a Dispute.\n\n16.  FCC Provision\n     -------------\n\n                                       8\n\n \n     Executive acknowledges that Executive has been provided by Disney with a\ncopy of Section 508 of the Federal Communications Act of 1934, as amended,\nrelating in part to receiving or paying consideration for product identification\nin television programs, that Executive is familiar with the provisions thereof\nand that Executive will fully comply therewith during the term of this\nAgreement.  Without limiting the foregoing, however, and whether or not Section\n508 is applicable to his activities, Executive agrees that Executive will not,\nwithout Employer's prior written consent, accept any compensation or gift, from\nany person, firm or corporation (other than Employer or its affiliates) where\nsuch compensation or gift is, or may appear to be, in consideration of\nExecutive's acting in a particular manner in relation to the business of such\nperson, firm or corporation with Employer or any affiliate thereof.\n\n17.  No Conflict with Prior Agreements; Due Authorization\n     ----------------------------------------------------\n\n     Executive represents to Disney that neither Executive's commencement of\nemployment hereunder nor the performance of Executive's duties hereunder\nconflicts with any contractual commitment on Executive's part to any third party\nor violates or interferes with any rights of any third party.  Disney represents\nto Executive that it is fully authorized and empowered by action of the its\nBoard of Directors to enter into this Agreement and that performance of its\nobligations under this Agreement will not violate any agreement between it and\nany other person, firm or other entity.\n\n18.  Certain Payments\n     ----------------\n\n     The parties believe that the payments to Executive hereunder do not\nconstitute 'Excess Parachute Payments' under Section 280G of the Internal\nRevenue Code of 1986, as amended (the 'Code').  Notwithstanding such belief, if\nany payment or benefit under this Agreement is determined to be an 'Excess\nParachute Payment' the Employer shall pay Executive an additional amount ('Tax\nPayment') such that (x) the excess of all Excess Parachute Payments (including\npayments under this sentence) over the sum of excise tax thereon under Section\n4999 of the Code and income tax thereon under Subtitle A of the Code and under\napplicable state law is equal to (y) the excess of all Excess Parachute Payments\n(excluding payments under this sentence) over income tax thereon under Subtitle\nA of the Code and under applicable state law.\n\n19.  Post-Termination Obligations\n     ----------------------------\n\n     After the expiration or earlier termination of Executive's employment\nhereunder for any reason whatsoever, Executive shall not either alone or\njointly, with or on behalf of others, either directly or indirectly, whether as\nprincipal, partner, agent, shareholder, director, employee, consultant or\notherwise, at any time during a period of two years following such expiration or\ntermination, offer employment to, or solicit the employment or engagement of, or\notherwise entice away from the employment of Disney or any affiliated entity,\neither for Executive's own account or for any other person, firm or\n\n                                       9\n\n \ncompany, any person who is employed by Disney or any such affiliated entity,\nwhether or not such person would commit any breach of his contract of employment\nby reason of his leaving the service of Disney or any affiliated entity.\n\n20.  Entire Agreement; Amendments; Waiver, Etc.\n     ----------------------------------------- \n\n     (a)  This Agreement supersedes all prior or contemporaneous agreements and\nstatements, whether written or oral, concerning the terms of Executive's\nemployment, and no amendment or modification of this Agreement shall be\neffective unless set forth in a writing signed by Disney and Executive.  No\nwaiver by either party of any breach by the other party of any provision or\ncondition of this Agreement shall be deemed a waiver of any similar or\ndissimilar provision or condition at the same or any prior or subsequent time.\nAny waiver must be in writing and signed by Executive or Disney, as the case may\nbe.\n\n     (b)  Nothing herein contained shall be construed so as to require the\ncommission of any act contrary to law, and wherever there is any conflict\nbetween any provision of this Agreement and any present or future statute, law,\nordinance or regulation, the latter shall prevail, but in such event the\nprovision of this Agreement affected shall be curtailed and limited only to the\nextent necessary to bring it within legal requirements.  Without limiting the\ngenerality of the foregoing, in the event any compensation or other monies\npayable hereunder shall be in excess of the amount permitted by any statute,\nlaw, ordinance, regulation or wage guideline which may be in affect at any time\nor from time to time, payment of the maximum amount then allowed thereby shall\nconstitute full compliance by Disney with the payment requirements of this\nAgreement.\n\n     (c)  This Agreement and all rights hereunder are personal to Executive and\nshall not be assignable; provided, however, that all of Executive's rights\n                         --------  -------                                \naccrued hereunder following his death shall inure to the benefit of his widow,\npersonal representatives or designees or other legal representatives, as the\ncase may be.  Disney may assign its rights under this Agreement to any successor\nby merger, purchase, consolidation or otherwise, provided that such successor\nassumes all of the liabilities, obligations and duties of Disney under this\nAgreement, either contractually or as a matter of law.\n\n     (d)  The respective rights and obligations of the parties hereunder shall\nsurvive any termination of this Agreement or Executive's employment hereunder to\nthe extent necessary to the intended preservation of such rights and\nobligations.\n\n     (e)  This Agreement shall be governed by and construed in accordance with\nthe laws of the State of California without reference to principles of conflict\nof laws.\n\n                                       10\n\n \n     (f)  All payments required to be made to Executive hereunder, whether\nduring the term of his employment hereunder or otherwise, shall be subject to\nall applicable federal, state and local tax withholding laws.\n\n21.  Indemnification\n     ---------------\n\n     Indemnification shall be provided to Executive pursuant to an agreement\nsubstantially equivalent to Disney's standard form of indemnification for senior\nofficers, a copy of which has been previously provided to Executive.\n\n22.  Notices\n     -------\n\n     All notices that either party is required or may desire to give the other\nshall be in writing and given either personally or by depositing the same in the\nUnited States mail addressed to the party to be given notice as follows:\n\n     To Employer:        500 South Buena Vista Street\n                         Burbank, California  91521\n                         Attn:  Chairman and Chief Executive Officer\n\n     To Executive:       500 South Buena Vista Street\n                         Burbank, California  91521\n                         Attn:  Robert A. Iger\n\nEither party may by written notice designate a different address for giving of\nnotices.  The date of mailing of any such notices shall be deemed to be the date\non which such notice is given.\n\n23.  Headings\n     --------\n\n     The headings set forth herein are included solely for the purpose of\nidentification and shall not be used for the purpose of construing the meaning\nof the provisions of this Agreement.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst above written.\n\nTHE WALT DISNEY COMPANY\n\nBy: \/s\/ Michael D. Eisner              \/s\/ Robert A. Iger\n  ---------------------------         ------------------\nTitle:                                 Robert A. Iger\n\n                                       11\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9539,9544],"class_list":["post-39646","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_industries-travel__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39646","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39646"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39646"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39646"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39646"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}