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DISCA > SEC Filings for DISCA > Form 8-K/A on 28-Mar-2014All Recent SEC Filings




Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 25, 2014, Discovery Communications, Inc. (the "Company") entered into a Letter Agreement with John Hendricks, its Founder and Chairman, setting out the terms of Mr. Hendricks' retirement from the Company (the "Letter Agreement"). Under the Letter Agreement, the Company agreed to treat Mr. Hendricks, who will be age 62 at retirement, as if he had retired at age 65, resulting in the options granted under the Equity Stake Transition Agreement accelerating and becoming currently exercisable. The options granted under the Equity Stake Transition Agreement were granted in each of October 2008, 2009, 2010 and 2011. They will all expire in October 2018, in accordance with their terms. The Letter Agreement also provides that Mr. Hendricks will not be eligible for an annual bonus for 2014 and will no longer be eligible for any employee benefits offered by the Company upon his retirement. The Company will also cease making payments under The Restated and Amended Split-Dollar Agreement, which will terminate in accordance with its terms.
The option grants made in 2013 and 2014 are unaffected by the Letter Agreement, and under their terms, classify a separation from employment after reaching age 60 with five years of service as a retirement under which all unvested options accelerate. Accordingly, the unvested options under these grants will become exercisable as of Mr. Hendricks' retirement and will expire one year later, on May 16, 2015. The PRSU grants made to Mr. Hendricks will be forfeited upon the effective date of his resignation.
Mr. Hendricks also executed a general liability release in favor of the Company and a non-competition agreement, pursuant to which Mr. Hendricks agreed to not compete with the Company for a period of three years following his retirement.

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