Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2020, The Walt Disney Company (the "Company") appointed Robert
A. Iger, previously the Company's Chief Executive Officer, as the Executive
Chairman of the Company and appointed Robert Chapek, previously the Chairman,
Disney Parks, Experiences and Products, as the Chief Executive Officer of the
Company. Mr. Iger will report exclusively to the Board and remain Chairman of
the Board. Mr. Chapek will report to the Board and to Mr. Iger as the Executive
Chairman.
In connection with his appointment as Executive Chairman, the Company and Mr.
Iger entered into an amendment to Mr. Iger's employment agreement with the
Company (the "Amendment") to reflect Mr. Iger's continuing full-time employment
in the position of Executive Chairman rather than as the Chief Executive Officer
and to confirm that in such position he will continue to direct the Company's
content creation. The remaining terms and conditions of his employment agreement
will continue unchanged.
In connection with his appointment as Chief Executive Officer, the Company has
entered in a new employment agreement with Mr. Chapek, age 60, superseding his
prior agreement with respect to his position with Disney Parks, Experiences and
Products (the "Employment Agreement"). The Employment Agreement has a stated
term commencing February 24, 2020 and ending on February 28, 2023. The
Employment Agreement provides for Mr. Chapek to be elected as a member of the
Board at a time to be determined by the Board and to be nominated for
re-election to the Board during his tenure as Chief Executive Officer.
The Employment Agreement provides that, starting February 24, 2020, Mr. Chapek's
annual rate of base salary increased to $2,500,000. The Employment Agreement
provides that Mr. Chapek is also eligible for an annual, performance-based bonus
under the Company's applicable annual incentive plan (currently, the Company's
Management Incentive Bonus Program) and that the Compensation Committee will set
a target bonus each year of not less than 300% of the annual base salary for Mr.
Chapek in effect at the end of the preceding fiscal year. The actual amount
payable to Mr. Chapek as an annual bonus will be dependent upon the achievement
of performance objectives, which will be substantially the same as the
objectives established under the plan for other executive officers of the
Company. Depending on performance, the actual amount payable as an annual bonus
to Mr. Chapek may be less than, greater than or equal to the stated target bonus
(and could be zero).
The Employment Agreement also provides that Mr. Chapek is entitled to
participate in the Company's equity-based long-term incentive plans and programs
generally made available to executive officers of the Company. For each fiscal
year during the term of the Agreement, Mr. Chapek will be granted a long-term
incentive award having a target value of not less than $15 million.
Additionally, promptly following execution of the Employment Agreement, Mr.
Chapek will receive additional equity-based long-term incentive awards in
respect of his services for the current fiscal year to reflect his service as
Chief Executive Officer for the remainder of the fiscal year. These awards will
be subject to substantially the same terms and conditions (including vesting and
performance conditions) as will be established for other executive officers of
the Company in accordance with the Board's policies for the grant of
equity-based awards, as in effect at the time of the award, and do not guarantee
Mr. Chapek any minimum amount of compensation. The actual amounts payable to Mr.
Chapek in respect of such opportunities will be determined based on the extent
to which any performance conditions and/or service conditions applicable to such
awards are satisfied and on the value of the Company's stock. Accordingly, Mr.
Chapek may receive compensation in respect of any such award that is greater or
less than the stated target value, depending on whether, and to what extent, the
applicable performance and other conditions are satisfied, and on the value of
the Company's stock.
Mr. Chapek's employment may be terminated by the Company for "cause," which is
defined to include gross negligence, gross misconduct, willful nonfeasance or a
willful material breach of the Agreement.
Mr. Chapek has the right to terminate his employment for "good reason," which is
defined as (i) a reduction in any of his base salary, annual target bonus
opportunity or annual target long-term incentive award opportunity; (ii) removal
from the position of Chief Executive Officer; (iii) a material reduction in his
duties and responsibilities; (iv) the assignment to his of duties that are
materially inconsistent with his position as Chief Executive Officer or duties
or that materially impair his ability to function as Chief Executive Officers or
any other position in which he is then serving; (vi) relocation of his principal
office to a location that is more than 50 miles outside of the greater Los
Angeles area; or (vii) a material breach of any material provision of the
Agreement by the Company. Following a change in control of the Company, as
defined in the Company's stock plans, good reason also includes any event that
is a triggering event as defined in the plans. A triggering event is defined to
include a termination of employment by the Company other than for "cause" or a
termination of employment by the participant following a reduction in position,
pay or other "constructive termination."
In the event that Mr. Chapek's employment is terminated by the Company without
"cause" or by Mr. Chapek for "good reason," he will be entitled to termination
benefits, which include the following: (i) a lump sum payment of the base

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salary that would have been payable over the remaining term of the Agreement,
(ii) a pro-rated bonus for the year of termination (any prior-year bonus not yet
paid at time of termination is also paid), and (iii) the outstanding unvested
stock options and outstanding unvested restricted stock unit awards that could
vest in accordance with their scheduled vesting provisions if Mr. Chapek's
employment had continued through the remaining term of the Agreement will be
eligible to vest at the same time and subject to the same performance conditions
as though he continued in the Company's employ, and all stock options, whether
vested on the date of termination or vesting thereafter as described above,
shall vest and remain exercisable to the same extent as if his employment had
continued through the term of the Agreement.
To qualify for the above described cash severance benefit, pro-rated bonus (and
prior-year bonus, if not already paid), opportunity to vest in unvested equity
awards available under each Agreement and extended exercisability of stock
options following an involuntary termination by the Company without cause, or a
termination by Mr. Chapek for good reason, he must execute a release in favor of
the Company and agree to provide the Company with certain consulting services
for a period of six months after his termination (or, if less, for the remaining
term of the Agreement). Additionally, during the period of these consulting
services, Mr. Chapek must also agree not to provide any services to entities
that compete with any of the Company's business segments.
Under the Employment Agreement, Mr. Chapek is entitled to participate in
employee benefits and perquisites generally made available to executive officers
of the Company. The Employment Agreement acknowledges that the standard officer
indemnification agreement previously entered into between the Company and Mr.
Chapek will continue in effect.
Mr. Chapek's son, Brian Chapek ("Mr. B. Chapek"), is employed at will at Marvel
Studios as Director, Production & Development. Mr. B. Chapek has been an
employee of a subsidiary of the Company since 2013. For fiscal 2019, his total
compensation was approximately $211,000, which includes his base salary, an
annual bonus award, an equity grant and bonuses based on the performance of
films on which he worked. Mr. B. Chapek also participates in benefits generally
available to employees with a similar job grade level. His total compensation is
similar to the total compensation provided to other employees of the same level
with similar responsibilities.
The foregoing descriptions are qualified by reference to the terms of the
Amendment and Employment Agreement, which are filed herewith as Exhibits 10.1,
and 10.2, respectively, and are incorporated herein by reference. A copy of the
press release issued by the Company on January 25, 2020, is attached as Exhibit
99.1 hereto.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits
   Exhibit
   Number           Description
    10.1              Amendment to Amended and Restated Employment Agreement Dated as of October
                    6, 2011 and as previously amended, between the Company and Robert A. Iger
                    dated February 24, 2020
    10.2              Employment Agreement dated as of February 24, 2020 between the Company and
                    Robert Chapek
    99.1              Press Release dated February 25, 2020
     104            Cover Page Interactive Data File (embedded within the Inline XBRL document)



                                   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/ Jolene E. Negre
          Jolene E. Negre
          Associate General Counsel and Assistant Secretary

Dated: February 25, 2020

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