DIRECTV Group, Inc. 2008 Executive Officer Cash Bonus Plan Terms and Conditions

Summary

This agreement outlines the 2008 bonus plan for eligible executives of DIRECTV Group, Inc. Executives subject to IRS Section 162(m) may participate, with bonuses based on company performance, specifically growth in cash flow before interest and taxes. The Compensation Committee sets targets and determines final payouts, which may be adjusted based on company and individual performance. Bonuses are typically paid by March 15 following the plan year and are subject to tax withholdings. Pro-rated bonuses may apply for partial-year participation, and certain employment terminations affect eligibility.

EX-10.2 3 exhibit102_021408.htm BONUSPLANSUMMARY_021408 exhibit102_021408.htm

Exhibit 10.2

2008 Bonus

Terms and Conditions

This is a summary of the terms and conditions of the Plan. The full terms and conditions of the DIRECTV Group, Inc., Executive Officer Cash Bonus Plan govern the Bonuses.

*TERM/CONCEPT*	*EXPLANATION*
*Eligibility*	Executives of DIRECTV Group who may become subject to Internal Revenue Code, or IRC, Section 162(m) are eligible to participate in the Plan.
*Plan Year*	January 1 – December 31
*Administration*	The Compensation Committee of the Board of Directors, or Committee, administers the Plan. The Plan and its administration are intended to comply with IRC Section 162(m). In the beginning of the Plan Year, the Committee: § Selects one or more annual performance measures for the Plan, § Sets individual executive target bonuses as a percentage of base salary or as a dollar amount, and § Establishes the maximum funding for each executive in the Plan, At the end of the Plan Year, the Committee determines final bonuses.
*Company Performance Measures*	For 2008, the Committee has selected growth in cash flow before interest and taxes (“CFBIT”) as the performance measure. If the Company’s CFBIT exceeds $1.5 billion, the available bonus fund will be equal to or greater than the target bonus.
*Bonus Determination*	§ Following the end of the Plan Year, the Committee will review Company and individual performance and determine bonuses. § Typically, when determining bonuses the Committee will reduce bonuses from the funded amounts to align the bonuses with Company and individual performance. The Committee may also consider other performance factors in its sole discretion as it determines the actual bonuses. These factors may include net subscriber growth, churn, ARPU growth, SAC, margin improvement, customer satisfaction, revenue growth, cash flow growth and OPBDA growth. This is known as exercising negative discretion.
*Timing of Payments*	Bonuses, if any, are paid by March 15 following the end of the Plan Year.

*TERM/CONCEPT*	*EXPLANATION*
*Pro-Rated Bonuses*	An executive who participates in the Plan for less than a full year may be eligible for a pro-rated target bonus. A pro rata calculation may also apply to changes in base salary or target bonus percentage that occur during the year.
*Taxation*	Bonuses are subject to applicable income and employment tax withholding. The Company will also withhold contributions for the savings benefit plans. The following tax withholding rates are current as of January 2008 and may change at the time of actual payout each year.
	Tax	Withholding Rate	Description
	Federal Income Tax	25.00%¹	Federal supplemental earnings tax withholding rate
	State Income Tax	9.30%	California supplemental earnings tax withholding rate (or other state withholding rates depending upon your location)
	FICA Social Security (if applicable)	6.20%	Up to a maximum tax of $6,324 which is 6.2% of the first $102,000 of 2008 wages
	FICA Medicare	1.45%	No limit on maximum tax
	California State Disability Insurance (SDI) (if applicable)	0.80%	Up to a maximum tax of $693.58 which is the first $86,698 of 2008 wages
*Employment Status:* § *Resignation or Termination for Cause*	§ A voluntary resignation during the Plan Year will result in the forfeiture of the bonus. § A termination for cause during the Plan Year or at any time before payment of the bonus will result in the forfeiture of the bonus.
· *Retire², Layoff, Death or Disability*	Executives who terminate for these reasons are eligible to receive a pro-rated bonus during the usual payout cycle. Individual employment agreements may have other terms and conditions. The Committee may use daily, monthly or other methods to pro rate the bonuses.
· *Leave of Absence During the Year*	Executives who are on an unpaid Company-approved leave of absence during the Plan Year are eligible to receive a bonus (pro-rated to exclude the period of their absence) during the usual payout cycle.
*Employee Benefits*	Bonuses are Covered Compensation for purposes of determining 401K and pension benefits.

¹ 35% for amounts in excess of $1 million.

²“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.