DIRECTV Group, Inc. 2009 Restricted Stock Unit Grant Summary Terms

Summary

This agreement outlines the terms for the 2009 Restricted Stock Unit (RSU) grants offered by The DIRECTV Group, Inc. to eligible full-time senior managers and above. Recipients earn shares of DIRECTV common stock based on company performance over a three-year period (2009–2011), with final awards adjusted by performance metrics. Continued employment through the period is required, with pro-rated awards for certain terminations. Shares are distributed after the period, subject to tax withholding. If company results are restated, excess shares may be recovered by the company.

EX-10.1 2 summaryterms2009rsu.htm SUMMARY TERMS - 2009 RESTRICTED STOCK UNIT GRANTS summaryterms2009rsu.htm

Exhibit 10.1

February 2009

This is a summary of the material terms and conditions of the 2009 Equity Grant. The DIRECTV Group, Inc. Stock Plan (the “Plan”) and Prospectus govern the awards, receipt of which is hereby acknowledged, and is incorporated herein by this reference.

*TERM OR CONCEPT*	*EXPLANATION*
*Company*	The DIRECTV Group, Inc., and its Subsidiaries
*Eligibility*	Full-time exempt employees at the level of Senior Manager and above; new employees must be hired and actively working before the grant date to receive an RSU grant. Promotions that would result in an increase in target RSUs must be effective by February 21, 2009 for employees to be eligible for the increased target grant.
*Awards*	DIRECTV Restricted Stock Units (RSUs or Units); distributed in DIRECTV (DTV) common stock
*Performance Period*	3-year Performance Period (January 1, 2009 – December 31, 2011)
*Adjustment Factor*	This factor is the percentage (0% to 125%) used at the end of the 3-year performance period to determine your shares earned based on the Company’s performance to the Performance Measures listed below.
*Performance Measures (Weighting)* Each performance measure is determined as the percentage growth from the prior year-end DIRECTV Group results.

Performance Measure	Weight	Annual Performance Target	Performance Range	Performance Factor Range
Annual Growth in Cash Flow Before Interest & Taxes	40%	18%	0 to 23%	0 to 1.5
Annual Growth in Earnings Per Share (EPS)	40%	25%	0 to 32%	0 to 1.5
Annual Growth in Revenue	20%	8%	0 to 10%	0 to 1.5

Performance Determination

• At the end of each year, the Company assesses DIRECTV Group performance for each Performance Measure, resulting in an annual Performance Factor per chart above.

• At the end of the three years, the average of the three annual Performance Factors creates the Adjustment Factor (the % used to determine the final shares earned). The final Adjustment Factor is capped at 125%.

Distribute Shares at the End of Three Years

· As soon as practicable after the end of the Performance Period, the Company determines the Adjustment Factor. The Company will multiply the total number of RSUs granted by this factor to determine the number of shares to distribute.

· Once the Adjustment Factor is determined, the shares will be distributed to you (minus applicable tax withholding) and then are yours to sell or hold as you wish.

· Upon distribution, the shares will be directly deposited into an account in your name with the Company's stock plan administrator (Morgan Stanley). Account and tax information will be distributed shortly thereafter.

*TERM OR CONCEPT*	*EXPLANATION*
*Taxes*	· Your award is taxable at the time of distribution, which is when you receive your shares of DTV common stock if the performance goals are met. · The applicable withholding taxes are due upon distribution, whether or not you sell your shares. The Company will withhold shares of stock to satisfy the applicable tax withholdings, so you will receive shares net of tax withholdings. · Please consult with your personal tax or financial advisor for more information regarding the tax consequences of your award.
*Continued Employment*	Continued employment or service through the end of the Performance Period is required as a condition to receiving your award and the rights and benefits under the plan. Partial employment or service, even if substantial, during the Performance Period will not entitle you to any proportionate award, or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services except as otherwise provided in the “Impact of Termination” section below.
*Impact of Termination*	If you should leave the company for any reason within the first calendar year of the Performance Period, your award is forfeited.
· *Resignation or Term for Cause*	If you resign from the Company or are terminated for cause at any time, you forfeit all awards.
· *Term Without Cause (e.g., Layoff)* · Retirement * · *Long-Term Disability or Death*	· You are eligible for a pro-rated award based on the number of full calendar years of service (January through December) completed during the Performance Period and on plan performance assessed at the end of the Performance Period. · Any shares earned will be distributed as soon as practicable in the year following the end of the Performance Period.
*Impact of Leave of Absence*	Absence from work caused by military service, authorized sick leave, or other leave approved by the Company will not be considered a termination of employment by the Company if reemployment upon the expiration of the leave is required by contract or law, or if the leave is for a period of not more than 90 days. The Company reserves the right to adjust grants for employees on leave in excess of 90 days.
*Recovery of Stock Awards*	If the financial or operating results used to determine the payout of shares are subsequently restated or revised such that fewer shares would have been awarded using such restated or revised results, the Company will be entitled to recover those shares that should not have been awarded. See the policy statement in the 2009 Proxy Statement section “Compensation Discussion and Analysis.”

* “Retirement” means termination of employment at age 55 or older, with 5 or more years of Continuous Service as defined in the Pension Plan and immediate commencement of Pension Plan benefits.