Attached files
| file | filename |
|---|---|
| EX-10.1 - EMPLOYMENT AGREEMENT BETWEEN MIKE WHITE AND DIRECTV - DIRECTV | exhibit_10-1.htm |
| EX-10.2 - MIKE WHITE NON-QUALIFIED STOCK OPTION AGREEMENT - DIRECTV | exhibit_10-2.htm |
| EX-10.3 - MIKE WHITE PERFORMANCE STOCK UNIT AWARD AGREEMENT - DIRECTV | exhibit_10-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) January 4, 2010
DIRECTV
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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001-34554
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26-4772533
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2230
East Imperial Highway
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El
Segundo, California
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90245
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
964-5000
(Registrant’s Telephone Number,
Including Area Code)
Not
Applicable
(Former
Name or Former 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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
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 Arrangements of Certain
Officers
As
previously reported on the Form 8-K filed by The DIRECTV Group, Inc. (the
predecessor of DIRECTV) with the U.S. Securities and Exchange Commission on
November 19, 2009 (the “DTV November 8-K”), Michael D. White was appointed by
the Board of Directors as President and Chief Executive Officer effective
January 1, 2010. The primary terms of Mr. White’s employment were
summarized in a term sheet which was attached as Exhibit 10.1 to the
DTV November 8-K. Subsequently, DIRECTV and Mr. White entered into
the employment agreement effective as of January 1, 2010 (“Employment
Agreement”) and the related equity award agreements summarized
below. A copy of the Employment Agreement is attached hereto as Exhibit
10.1.
Term, Base Salary and Annual Cash
Bonus. Pursuant to the terms of the Employment Agreement,
Mr. White will be employed initially for a three year term commencing on
January 1, 2010, with an initial base salary of $1.5 million adjusted
annually and a target cash bonus under DIRECTV’s executive cash bonus plan of
200% of base salary.
Equity
Compensation. The Employment Agreement also provides for a
stock grant valued at $25 million consisting of 50% of value in stock options
with three-year installment vesting on each of December 31, 2010, 2011 and 2012,
and 50% of value in restricted stock units which vest over a three year
period. The terms governing the grant of stock options are set
forth in the DIRECTV Non-Qualified Stock Option Agreement between DIRECTV and
Mr. White dated as of January 4, 2010 (“Option Agreement”), a copy of which is
attached hereto as Exhibit
10.2. Pursuant to the terms of the Option Agreement, on
January 4, 2010, Mr. White was awarded options to purchase 1,011,100 shares of
DIRECTV Class A common stock with an exercise price of $33.74, the closing price
per share of DIRECTV Class A common stock on the award date. The
terms governing the grant of restricted stock units are set forth in the DIRECTV
Performance Stock Unit Award Agreement between DIRECTV and Mr. White also dated
as of January 4, 2010 (“RSU Agreement”), a copy of which is attached hereto as
Exhibit
10.3. Pursuant to the terms of the RSU Agreement, Mr. White
was awarded a grant of 435,400 restricted stock units having a value per share
of $28.71, which was determined based on the average closing market price on the
NASDAQ Global Select Market for DIRECTV (or its predecessor, The DIRECTV Group,
Inc.) common stock for the 90 trading days prior to the grant
date. The performance metrics for the RSU Agreement are to be
established by DIRECTV’s Compensation Committee prior to March 1, 2010, and will
be the same metrics as apply to restricted stock unit awards to other elected
officers of DIRECTV.
Termination. The
Employment Agreement contains terms and conditions providing for certain
severance and other payments and benefits that vary depending on whether Mr.
White’s employment is terminated by DIRECTV due to death or disability, or by
DIRECTV for “Cause”, or by Mr. White’s resignation without “Effective
Termination” as those terms are defined in the Employment Agreement, or by
DIRECTV without Cause, or by Mr. White’s resignation for Effective
Termination. Please refer to the Employment Agreement for the terms
and conditions regarding the arrangements upon termination of Mr. White’s
employment.
Noncompetition and Confidentiality.
Mr. White agrees to abide by the provisions of DIRECTV’s Code of Ethics
and Business Conduct during the Term. He has agreed not to compete with DIRECTV
during the Term and for a period of two years thereafter and has also agreed,
during the Term and for two years thereafter, not to induce or attempt to induce
any executive, professional or administrative employee of DIRECTV or its
affiliates to leave DIRECTV or its affiliates or to render services for any
other person, firm or corporation or induce or attempt to induce any key
programming or equipment supplier, or key distributor, to terminate or
materially adversely change its relationship with DIRECTV or any of its
affiliates. Further, Mr. White is required to maintain the
confidentiality of certain information of DIRECTV, and not to use such
information except for the benefit of DIRECTV.
Other
terms and conditions in the Employment Agreement are commensurate with other
elected officers at DIRECTV.
The
descriptions of the Employment Agreement, Option Agreement and RSU Agreement in
this report are qualified in their entirety by reference to the applicable
document.
ITEM
9.01
Financial Statements and Exhibits
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(d)
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Exhibits.
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10.1
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Michael
D. White Employment Agreement effective as of January 1,
2010
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10.2
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DIRECTV
Non-Qualified Stock Option Agreement between DIRECTV and Mr. White dated
as of January 4, 2010
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10.3
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DIRECTV
Performance Stock Unit Award Agreement between DIRECTV and Mr. White dated
as of January 4, 2010
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SIGNATURE
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.
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DIRECTV
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(Registrant)
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Date:
January 7, 2010
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By:
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/s/
Larry D. Hunter
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Name:
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Larry
D. Hunter
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Title:
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Executive
Vice President and
General
Counsel
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(d)
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Exhibits.
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10.1
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Michael
D. White Employment Agreement effective as of January 1,
2010
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10.2
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DIRECTV
Non-Qualified Stock Option Agreement between DIRECTV and Mr. White dated
as of January 4, 2010
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10.3
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DIRECTV
Performance Stock Unit Award Agreement between DIRECTV and Mr. White dated
as of January 4, 2010
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