______________________________________________________________________

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 (Da te of Earliest Event Reported):
July 1, 2013
______ ____

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):

p
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 Arrangement of Certain Officers

(e) On July 1, 2013, the Company amended the Amended and Restated Employment Agreement with Robert A. Iger dated as of October 6, 2013 (the “Agreement”), to extend the period under which Mr. Iger would serve as Chief Executive Officer to June 30, 2016, the end of the Agreement's term. Prior to amendment, the Agreement had provided that Mr. Iger's service as Chief Executive Officer would end on March 31, 2015, and that from that date until June 30, 2016, he would serve only as Executive Chairman.

The amendment provides that Mr. Iger's annual compensation for the extended period he will serve as Chief Executive Officer will be determined on the same basis as his annual compensation as Chief Executive Officer was determined prior to the amendment. Specifically, in addition to his annual salary which remains unchanged, the amendment states that the target annual incentive under the Company's Management Incentive Bonus Program and the target equity award value for fiscal year 2016 will be the same as those that apply for fiscal year 2015.

The amendment also specifies the provisions of his existing agreement will be applied recognizing that there is no Executive Chairman period separate from Mr. Iger's tenure as CEO, and that vesting provisions for restricted stock units and options, and exercise periods for options, that applied in connection with a termination date occurring during the period that he would have served only as Executive Chairman (that is, from April 1, 2015) will continue to apply.

The amendment of Mr. Iger's agreement is attached as Exhibits 10.1 to this Report and is incorporated herein by reference.

Item 9.01 Exhibits

Exhibit 10.1
Amendment dated July 1, 2013 to the Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger


1

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
 
 
 
Associate General Counsel and Assistant Secretary
 
 
 
Registered In-House Counsel
 
Dated: July 1, 2013


2
Exhibit 10.1



Mr. Robert Iger
Chief Executive Officer and Chairman
of The Walt Disney Company
500 S. Buena Vista Avenue
Burbank, CA

Amended and Restated Employment Agreement
dated as of October 6, 2011
This letter amends the captioned employment agreement (the “Agreement”) to provide that you will continue to serve as the Company's Chief Executive Officer through June 30, 2016, the end of the Agreement's term, and to make such other conforming changes as are appropriate.
Section 2 of the Agreement is modified to delete the Chairman's Period and to extend the CEO Period to be coextensive with the Employment Period. Your target annual incentive and target award value under Section 3(b) and 3(c) for fiscal year 2016 are modified to be the same as those that apply for fiscal year 2015. Any vesting and, if applicable, exercise periods that would be taken into account under any provision of Sections 5(d) and 5(e) in connection with a Termination Date occurring on or after the date the Chairman Period would have commenced shall continue to apply. Any other provision of the Agreement referencing or pertaining to either the Chairman Period or the CEO Period shall be applied recognizing that there is no Chairman Period and that the CEO Period continues through June 30, 2016.
Except as modified as specified above, the Agreement shall otherwise continue in accordance with its terms. If you agree that the foregoing sets forth our full understanding regarding the amendment of the Agreement, please evidence your agreement and acceptance by counter-signing two copies of this letter where indicated below, returning one executed copy to me.
                        
THE WALT DISNEY COMPANY
 
 
 
By:
 
/s/ Alan N. Braverman
 
 
 
 
 
AGREED AND ACCEPTED:
 
 
 
/s/ Robert A. Iger
 
Robert A. Iger
 
Date:
 
July 1, 2013