DIRECTV EXECUTIVE SEVERANCE PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION

DEFINITIONS

“Base Salary” shall mean a Participant’s then current base salary exclusive of any bonus payments or additional payments under any benefit plan sponsored by the Company, including but not limited to, any ERISA plans, stock plans, incentive and deferred compensation plans, insurance coverage or medical benefits and without regard to any salary deferrals under the Company’s benefit or deferred compensation plans or programs.

“Board of Directors” shall mean the board of directors of DIRECTV.

“Cause” shall mean: (1) a Participant’s conviction of, or pleading guilty or nolo contendere to, a felony; (2) a Participant’s engagement in conduct that constitutes continued willful neglect or willful misconduct in carrying out the Participant’s duties, resulting, in either case, in economic harm to or damage to the reputation of the Company; or (3) a Participant’s breach of any material Company policy or regulation, which breach is not substantially cured within fifteen days after written notice to the Participant specifying such breach.

“Change in Control” shall mean the occurrence of any of the following events: (1) a change in ownership of DIRECTV in which any one person, or more than one person acting in a group, acquires ownership of stock of DIRECTV that, together with stock held by such person or group, constitutes greater than 50% of the total fair market value or total voting power of the stock of DIRECTV; (2) a change in effective control of DIRECTV whereby any one person, or more than one person acting in a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of DIRECTV possessing 30 percent or more of the total voting power of the stock of DIRECTV, unless the members of the Board of Directors prior to the acquisition continue to constitute at least 75% of the members of the Board of Directors after such acquisition; or (3) a change in ownership of a substantial portion of DIRECTV’s assets, which occurs on the date any one person, or more than one person acting in a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets of DIRECTV that have a total gross fair market value greater than 50% of the total gross fair value of the assets of DIRECTV immediately before such acquisition.

“Chief Executive Officer” shall mean the Chief Executive Officer of DIRECTV.

“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, and the rules and regulations promulgated thereunder.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Compensation Committee” shall mean the Compensation Committee appointed by DIRECTV’s Board of Directors.

“Disability” shall mean a Participant’s inability to substantially perform his or her duties and responsibilities for a period of 120 consecutive days.

“Effective Date” shall mean the date, after January 1, 2012, on which the Compensation Committee, acting through its Chairman, shall have approved the definitive terms of this Plan.

“Effective Termination” shall mean the occurrence of any of the following without a Participant’s consent: (1) a material reduction in either the Participant’s aggregate annual cash compensation opportunity (Base Salary plus bonus opportunity) or his or her aggregate total direct compensation opportunity (Base Salary, bonus opportunity, plus equity compensation opportunity); however, a material reduction, as set forth above, will not have occurred with respect to a Participant if such reduction is made with respect to all Plan Participants; (2) the Company’s (i) termination of the Plan in whole or in part (with regard to all Participants); or (ii) amendment of the Plan resulting in a material adverse change in the rights or benefits of all Plan Participants; provided, however, that (x) neither occurrence under (i) nor (ii) shall be an “Effective Termination” if adversely affected Participants receive no less than twelve (12) months’ notice of such termination or amendment; and (y) in no event shall any such notice under (x) be effective respecting any Participant upon any such amendment, partial termination or complete termination of the Plan made in contravention of the second sentence of Article VII (relating to a Change in Control); (3) a Participant’s removal from eligibility under the Plan in accordance with Article II or any amendment of the Plan resulting in a material adverse change in the rights or benefits of such Participant; provided, however, that an Effective Termination resulting under this subsection (3) shall not be effective unless and until the date the Participant ceases to participate in the Plan or the effective date of such adverse amendment, as applicable; (4) the assignment to the Participant by the Company of duties inconsistent with, or the material reduction of the titles, powers, duties and functions associated with, such Participant’s position, titles or offices; or (5) a transfer of the Participant’s principal place of employment by more than 50 miles, provided such transfer lengthens the Participant’s commute by at least 10 miles one-way; provided that any of the events described in clauses (1) - (5) above shall constitute an Effective Termination only if the Company fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes an Effective Termination; and provided further, that such Participant shall cease to have a right to terminate due to Effective Termination on the 60^th day following the later of the occurrence of the event (or the effective date in the case of subsection (3) above) or the Participant’s knowledge thereof, unless the Participant has given the Company notice thereof prior to such date.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“Participant” shall mean an individual who satisfies the Plan eligibility requirements described in Article II of the Plan.

“Pension Plan” shall mean the DIRECTV Pension Plan.

“Plan Administrator” and “Plan Sponsor” shall mean DIRECTV.

“Target Bonus” shall mean a Participant’s annual target bonus percentage, set for each calendar year by the Chief Executive Officer of the Company or, for elected officers, by the Compensation Committee, multiplied by the Participant’s then current Base Salary.

ELIGIBILITY

PAYMENTS UPON TERMINATION/SEVERANCE

Termination Due to Death. If the Participant’s employment is terminated due to the Participant’s death, in addition to payments required by law, such Participant’s successors in interest shall be entitled to the payment of: (1) the Participant’s Target Bonus for the year in which the Participant’s termination occurred, pro-rated for the months of service up to and including the month of termination; (2) the Participant’s equity compensation pursuant to any applicable DIRECTV stock plan; and (3) any additional benefits in accordance with the terms and conditions of the applicable plans and programs of the Company.

Termination Due to Disability. If the Participant’s employment is terminated due to the Participant’s Disability, in addition to payments required by law, such Participant shall be entitled to the payment of: (1) the Participant’s Target Bonus for the year in which the Participant’s termination occurred, pro-rated for the months of service up to and including the month of termination; (2) the Participant’s equity compensation pursuant to any applicable DIRECTV stock plan; (3) any additional benefits in accordance with the terms and conditions of the applicable plans and programs of the Company; and (4) monthly reimbursement of an amount equal to the Participant’s incurred COBRA medical premium for the Participant and his or her eligible dependents who are currently covered under the medical plan for a period ending on the earlier of: (a) twelve

Termination Without Cause and Effective Termination. If the Company terminates a Participant’s employment without Cause or a Participant terminates his or her employment due to an Effective Termination, in either case whether or not related to a Change in Control, then, in addition to payments required by law, such Participant shall be entitled to the following payments and benefits from the Company: (1) a bonus for the year in which the Participant’s termination occurred, pro-rated for the months of service up to and including the month of termination and based on actual performance for the year, payable concurrently with bonus payments to other employees under the bonus plan, which is subject to Company performance and the other terms and conditions of the applicable bonus awards; (2) a severance payment in an amount equal to one hundred percent (100%) of the sum of the Participant’s then current Base Salary and Target Bonus; (3) vesting of equity awards as if the Participant had remained employed through the end of the calendar year in which the Participant’s employment is terminated or, if such employment is terminated in December of a year, for one additional calendar year, subject to the other terms and conditions of the applicable equity awards and pursuant to the applicable DIRECTV stock plan, including, but not limited to, Company performance; and (4) a monthly reimbursement payment in an amount equal to the Participant’s incurred COBRA medical premium for the Participant and his or her eligible dependents who are currently covered under the medical plan for a period ending on the earlier of: (a) twelve (12) months after the Participant’s termination; (b) the date the Participant becomes ineligible for COBRA; and (c) the date the Participant is eligible for medical coverage through another employer. The Participant shall also be entitled to receive such other compensation or benefits (other than any cash severance payments, bonus or equity awards, as described above) as are provided in accordance with the terms and conditions of any applicable plans and programs of the Company.

Voluntary Termination. If a Participant voluntarily terminates employment, including due to a resignation that may be deemed a retirement under the Company’s Pension Plan or any other benefit, bonus or stock plan, but excluding termination due to Effective Termination, such Participant shall be entitled to the payment of any earned but unpaid compensation and benefits in accordance with applicable law and the terms and conditions of the applicable plans and programs of the Company.

Termination for Cause. If a Participant’s employment is terminated for Cause, such Participant shall be entitled only to the payment of any earned but unpaid compensation and benefits to the extent required by applicable law and no further

POST-TERMINATION FORBEARANCE

ADDITIONAL TERMS

Timing of Payment. Unless otherwise provided above, any Participant due a cash payment under Article III will be paid in one lump sum as soon as practicable after the Participant’s termination and, in no event, later than sixty (60) days after the date the Participant’s employment with the Company terminated, provided that by such date the Participant has executed and returned to the Company a general release of claims in the form established by the Company and any applicable revocation period for such release has expired. Any Participant due a post-termination forbearance payment under Article IV above will receive one lump sum to be paid within the sixty (60) day period immediately following the one-year anniversary of the Participant’s termination of employment with the Company, provided that by such date the Participant has executed and returned to the Company a general release of claims in the form established by the Company and any applicable revocation period for such release has expired. Notwithstanding the foregoing, for the avoidance of doubt, where the applicable sixty (60) day period for release consideration and revocation could result in a payment under this Plan to be made in either of two calendar years, such payment

Taxes. Severance and other payments under the Plan will be subject to all required taxes and may be impacted by any legally required withholdings, such as wage attachments, child support and bankruptcy deductions. Payments under the Plan are not deemed “compensation” for purposes of DTV retirement plans, savings plans, and incentive plans. Accordingly, no deductions will be taken for any of DTV retirement and savings plans.

Specified Employees. Notwithstanding anything herein to the contrary, (1) if, at the time of a Participant’s termination of employment with the Company, such Participant is a "specified employee" as defined in Code Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Code Section 409A, then the Company will defer commencement of the payment of any such payments or benefits hereunder (without any reduction or increase in such payments or benefits ultimately paid or provided to the Participant) until the date that is six (6) months following such Participant’s termination of employment with the Company (or the earliest date that is permitted under Code Section 409A); and (2) if any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by or at the direction of the Chief Executive Officer, or for the elected officers, the Compensation Committee, that does not cause such an accelerated or additional tax or result in additional cost to the Company. The Company shall consult with its legal counsel and tax advisors in good faith regarding the implementation of this Article V, Section (C), which shall be done only in a manner that is reasonably acceptable to the Participant; provided, however, that neither the Company, nor any of its employees or representatives, shall have any liability to the Participant with respect thereto.

LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL

TERMINATION OR AMENDMENT OF THE PLAN

GOVERNING BENEFITS

CLAIMS PROCEDURE

Processing Claims. The processing of claims for benefits and payments under the Plan will be carried out as quickly as possible. If an employee is not selected for participation in the Plan or does not satisfy the conditions for eligibility in the Plan, he or she is not entitled to benefits and/or payments under this Plan.

Decision. If an employee’s claim for benefits under this Plan is denied, the employee will receive a written notice within ninety (90) days (in special cases, more than 90 days may be needed and such employee will be notified in this case):

requesting additional material or information to further support the claim,

setting forth specific reasons as to why the claim was denied,

setting forth clear reference to the Plan provisions upon which the denial is based, and

providing notice of the employee’s right to have the denial reviewed as explained below.

Request for Review of Denial of Benefits. The employee or his or her authorized representative may request a review of his or her claim by giving written notice to the Plan Administrator. Each employee has the right to have representation, review pertinent documents, and present written issues and comments.

Decision on Review. Upon receipt of a request for review from an employee, the Plan Administrator shall make a full and fair evaluation and may require additional documents necessary for such a review. The Plan Administrator shall make a decision within 60 days from receipt of the employee’s request. In the event of special circumstances, a decision will be given to the employee as soon as possible, but not later than 120 days after receipt of the employee’s request for review. The decision on the review shall be in writing and shall include specific reasons for the decision.

In Case of Clerical Error. If any information regarding an employee is incorrect, and the error affects his or her benefits, the correct information will determine the extent, if any, of the employee’s benefits under the Plan.

ARBITRATION

Except as provided in Article VI, any claims the Company may have against a Participant arising under this Plan, as well as any claim a current or former Participant may have regarding the interpretation of the Plan, including a denial of a Plan claim (including a deemed denial) under Article IX, or any dispute regarding the interpretation of the Plan must be submitted to final and binding arbitration in Los Angeles, California or, if the affected Participant so elects in the demand for arbitration, in the metropolitan area in which such Participant’s principal place of employment with the Company was located, pursuant to the authority of the Federal Arbitration Act. To the extent they are not inconsistent with the provisions herein, the arbitration will be conducted under the rules of the

Subject to Paragraph A above, any demand for arbitration (which must be bilateral only) may be filed with the Plan Administrator within the time period covered by the applicable statute of limitations. The Plan Administrator and the Participant will jointly select an arbitrator in a timely manner.

There shall be one arbitrator who will be appointed by mutual agreement of the parties, or failing such agreement, in the following manner. The agreed upon Tribunal shall furnish the parties with a list of potential arbitrators. In no event may the parties review more than three lists. Once a particular list has been accepted by both the parties, the parties shall alternatively eliminate the names of the arbitrators until only one name remains. That remaining person shall be appointed the arbitrator. The parties shall draw lots to decide which party shall eliminate the first name of the list.

The arbitrator shall commence a hearing on the matter within 45 days of his or her appointment (unless the parties agree to extend such period of time) and shall continue the proceedings without substantial interruption until all evidence and arguments are presented.

Each party shall have the right to take the deposition of one individual and any expert witness designated by the other party. Each party also shall have the right to make requests for production of documents to any party and to subpoena documents from third parties. The arbitrator shall determine whether any additional requests for discovery should be granted in order for the requesting party to adequately arbitrate the matter, taking into account the parties’ mutual desire to have a fast, cost-effective dispute resolution mechanism.

The arbitrator shall not extend, modify or suspend any of the terms of this Plan.

The arbitrator’s award shall be rendered as expeditiously as possible and in no event later than 30 days after the close of the hearing and shall set forth the reasoning for the decision. In the event the arbitrator finds that the claimant is entitled to benefits claimed under the Plan, the arbitrator shall order the Company to pay such benefits, in the amounts and at such time as the arbitrator determines. The award of the arbitrator shall be final and binding on the parties. The Company shall thereupon pay the claimant immediately the amount, if any, that the arbitrator orders to be paid in the manner described in the award.

The parties will equally share the arbitrator’s fees and costs, unless the Plan

The arbitrator may, as required by law or in his or her discretion, award reasonable attorneys’ fees and/or costs to the prevailing party.

Either party may bring an action in federal court to compel arbitration or to enforce and/or vacate an arbitration award.

GENERAL INFORMATION

No Right to Awards or Continued Employment.  Nothing contained in this Plan shall confer upon any Participant any right to continue in the employ of the Company, constitute any contract or agreement of employment, nor interfere in any way with the right of the Company to change a person's compensation or other benefits, or to terminate his or her employment, with or without cause.

Plan Not Funded.  Amounts payable under this Plan shall be payable from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such amounts. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset of the Company by reason of participation hereunder. Neither the provisions of this Plan, nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary or other person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company's creditors or otherwise, to discharge its obligations under the Plan.

Non-Transferability of Benefits and Interests.  Except as expressly provided by the Compensation Committee in accordance with the provisions of Code Section 162(m), all amounts payable under this Plan are non-transferable, and no amount payable under this Plan shall be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge. This Section shall not apply to an assignment of a contingency or payment due: (1) after the death of a Participant to the deceased Participant's legal representative or beneficiary; or (2) after the disability of a Participant to the disabled Participant's personal representative.

Discretion of Company, Board of Directors and Compensation Committee.   Any decision made or action taken by, or inaction of, the Company, the Board of Directors, the Compensation Committee or the Plan Administrator arising out of

Indemnification.  Neither the Board of Directors nor the Compensation Committee, any employee of the Company, nor any person acting at the direction thereof (each such person an "Affected Person"), shall have any liability to any person (including without limitation, any Participant), for any act, omission, interpretation, construction or determination made in connection with this Plan (or any payment made under this Plan). Each Affected Person shall be indemnified and held harmless by DIRECTV against and from any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Affected Person in connection with or resulting from any action, suit or proceeding to which such Affected Person may be a party or in which such Affected Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Affected Person, with the Company’s approval, in settlement thereof, or paid by such Affected Person in satisfaction of any judgment in any such action, suit or proceeding against such Affected Person; provided that, the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to an Affected Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Affected Person giving rise to the indemnification claim resulted from such Affected Person's bad faith, fraud or willful wrongful act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Affected Persons may be entitled under the Company's Certificate of Incorporation or by-laws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such person or hold them harmless.

Section 409A. Notwithstanding any provision of the Plan to the contrary, if any benefit provided under this Plan is subject to the provisions of Code Section 409A and the regulations issued thereunder, the provisions of the Plan will be administered, interpreted and construed in a manner necessary to comply with Section 409A or an exception thereto.   Notwithstanding any provision of the Plan to the contrary, in no event shall the Company (or its employees, officers or directors) have any liability to any Participant (or any other person) due to the failure of the Plan to satisfy the requirements of Code Section 409A or any other

Law to Govern.  All questions pertaining to the construction, regulation, validity and effect of the provisions of this Plan shall be determined in accordance with the laws of the State of Delaware, to the extent not governed by ERISA.

Notice. Any notice or other communication required or which may be given pursuant to this Plan shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or two days after it has been mailed by United States express or registered mail, return receipt requested, postage prepaid, addressed to the Company at DIRECTV, 2230 E. Imperial Highway, El Segundo, CA 90245, Attention:  Corporate Secretary, Telecopy: (310) 964-0838 or to the Participant at his or her most recent address on file with the Company

Construction.  It is the intent of the Company that this Plan, and payments made hereunder, will qualify as performance-based compensation or will otherwise be exempt from deductibility limitations under Code Section 162(m). Any provision, application or interpretation of this Plan inconsistent with this intent to satisfy the standards in Code Section 162(m) shall be disregarded.

Captions.  Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

Non-Exclusivity of Plan.  Subject to compliance with Code Section 162(m), nothing in this Plan shall limit or be deemed to limit the authority of the Board of Directors or the Compensation Committee to grant awards or payments or authorize any other compensation under any other plan or authority that it hereafter adopts.

Limitation on Actions.  Any and all rights of any employee or former employee of the Company against the Company arising out of or in connection with this Plan or any payments hereunder shall terminate, and any action against the Company shall be barred, after the expiration of one year from the date of the act or omission in respect of which such right of action arose.

Successors.  The provisions of this Plan shall inure to the benefit of and be binding upon the Company, its successors and assigns.

STATEMENT OF ERISA RIGHTS

Examine, without charge, at the Plan Administrator’s office and at certain Company work sites, all Plan documents, including insurance contracts, collective bargaining agreements, and copies of all documents filed by the Plan Administrator with the U. S. Department of Labor, such as annual reports.

Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report, if any. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

PLAN SPONSOR and PLAN MANAGEMENT