Pixar \Ca\ Sample Contracts

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ii- 4 COMMON STOCK AND WARRANT PURCHASE AGREEMENT
Common Stock and Warrant Purchase Agreement • March 31st, 1997 • Pixar \Ca\ • Services-prepackaged software • California
PIXAR AND
Registration Rights Agreement • March 31st, 1997 • Pixar \Ca\ • Services-prepackaged software • California
VOTING AGREEMENT
Voting Agreement • January 26th, 2006 • Pixar \Ca\ • Services-motion picture & video tape production • California

VOTING AGREEMENT, dated as of January 24, 2006, (this “Agreement”), by and between The Walt Disney Company, a Delaware corporation (“Parent”) and Mr. Steven P. Jobs (“Principal Shareholder”).

PIXAR STOCK OPTION AGREEMENT Grant #
Stock Option Agreement • November 10th, 2005 • Pixar \Ca\ • Services-motion picture & video tape production

Pixar (the “Company”) hereby grants you, [NAME OF EMPLOYEE] (the “Employee”), an Incentive Stock Option1 under the Company’s 2004 Equity Incentive Plan (the “Plan”), to purchase shares of common stock of the Company (“Shares”). The date of this Agreement is [DATE] (the “Grant Date”). In general, the latest date this option will expire is [DATE 10 YEARS AFTER GRANT DATE] (the “Expiration Date”). However, as provided in Appendix A (attached hereto), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

REIMBURSEMENT AGREEMENT
Reimbursement Agreement • August 12th, 2003 • Pixar \Ca\ • Services-prepackaged software • California

THIS REIMBURSEMENT AGREEMENT (the “Agreement”) is made and entered into effective as of this 19th day of June 2003, by and between Steven Jobs (“Jobs”), and Pixar, a California corporation.

AND PIXAR
Production Agreement • March 31st, 1997 • Pixar \Ca\ • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER by and among THE WALT DISNEY COMPANY, LUX ACQUISITION CORP. and PIXAR Dated as of January 24, 2006
Agreement and Plan of Merger • January 26th, 2006 • Pixar \Ca\ • Services-motion picture & video tape production • California

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 24, 2006, by and among The Walt Disney Company, a Delaware corporation (“Parent”), Lux Acquisition Corp., a California corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Pixar, a California corporation (the “Company”).

PIXAR (Effective August 20, 2004)
2004 Equity Incentive Plan • November 4th, 2004 • Pixar \Ca\ • Services-motion picture & video tape production • California
The following is a portion of Pixar’s Current Report on Form 8-K filed on January 26, 2006. Item 1.01. Entry into a Material Definitive Agreement
Pixar \Ca\ • February 2nd, 2006 • Services-motion picture & video tape production

On January 24, 2006, Pixar, a California corporation (“Pixar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Walt Disney Company, a Delaware corporation (“Disney”), and Lux Acquisition Corp., a California corporation and a direct wholly-owned subsidiary of Disney (“Merger Sub”), by which Disney has agreed to acquire Pixar (the “Merger”). The Merger Agreement has been approved by the Boards of Directors of both Pixar and Disney.

PIXAR Performance Share Agreement (also referred to as restricted stock units – time-based vesting) Grant #
Performance Share Agreement • April 7th, 2006 • Pixar \Ca\ • Services-motion picture & video tape production • California

Pixar (the “Company”) hereby grants you, Ed Catmull (the “Employee”), an award of Performance Shares (also referred to as restricted stock units – time-based vesting) under the Company’s 2004 Equity Incentive Plan (the “Plan”). The date of this Agreement is April 3, 2006 (the “Grant Date”). Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this award are as follows:

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