Attached files
| file | filename |
|---|---|
| EX-10.1 - DIRECTV 2010 RSU GRANTS - DIRECTV | ex101_2010rsugrants.htm |
| EX-10.2 - DIRECTV 2010 BONUS PLAN - DIRECTV | ex102_2010bonusplan.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) February 10, 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 Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Compensation
Grants and Awards
On
February 10, 2010, the Compensation Committee of the Board (the “Compensation
Committee”) approved compensation for certain of the elected officers of the
Company.
Chief Executive
Officer
In
November 2009, the Company issued a press release announcing that the
appointment of Michael D. White as President and Chief Executive Officer
effective January 1, 2010 and his election as a Director effective
immediately. The primary terms of Mr. White’s employment were
documented in a term sheet filed as Exhibit 10.1 to Form
8-K of The DIRECTV Group, Inc. filed on November 19, 2009. These
terms were later incorporated into an employment agreement between the Company
and Mr. White effective as of January 1, 2010 (the “Employment Agreement”), a
copy of which was filed as Exhibit 10.1 to Form
8-K of DIRECTV filed on January 7, 2010. Please refer to the
Employment Agreement for more information regarding Mr. White’s
compensation. Because Mr. White’s compensation arrangements for 2010
have been previously disclosed, references hereinafter to “named executive
officers” means the named executive officers other than the Chief Executive
Officer.
Other Named Executive
Officers
At the
February 10, 2010 meeting, the Compensation Committee approved compensation for
the named executive officers as follows:
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(i)
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2010
base salaries for the Company’s named executive
officers,
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(ii)
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cash
bonuses for 2009 pursuant to the Company’s Amended and Restated Executive
Officer Cash Bonus Plan (“Bonus Plan”) in addition to amounts previously
paid pursuant to the Interim Chief Executive Officer Short-Term Cash
Incentive Plan attached as Exhibit 10.1 to Form 8-K of The
DIRECTV Group, Inc. filed on August 10,
2009,
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(iii)
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vesting
and issuance of shares of the Company’s Class A common stock pursuant to
prior performance-based restricted stock units or RSUs granted in 2007 to
the named executive officers for the performance period 2007-2009 pursuant
to the Company’s Amended and Restated 2004 Stock Plan (“2004 Stock Plan”),
and
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(iv)
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grants
to the named executive officers of performance-based RSUs for the
performance period 2010-2012 pursuant to the 2004 Stock Plan, as
follows:
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Name and Position of Executive
Officer with the Company
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Base Salary
for 2010
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Cash Bonus
for 2009
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Shares To Be
Issued Pursuant
to 2007 RSU
Award
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Restricted
Stock
Unit Grant
for 2010
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Bruce
Churchill
President
- New Enterprises and DIRECTV Latin America, LLC
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$1,332,500
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$2,100,000
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52,500
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59,759
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Larry
Hunter
Interim
Chief Executive Officer, Executive Vice President, Legal, Administration
and Human Resources and General Counsel
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$1,025,024
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$1,700,000
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49,875
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58,345
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Michael
Palkovic
Executive
Vice President - Operations
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$843,024
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$725,000
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49,875
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45,897
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Romulo
Pontual
Executive Vice President and Chief Technical Officer
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$902,070 | $700,000 | 36,750 | 37,345 |
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Patrick
Doyle
Executive
Vice President and Chief Financial Officer
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$800,020
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$675,000
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26,250
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41,380
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Bonus
Award
In
establishing the cash bonus payment to each executive officer, the Compensation
Committee first determined and certified, pursuant to the terms of the Bonus
Plan, that the performance target for 2009 was satisfied, so that the Company
could have paid the maximum bonus under the Bonus Plan of two times base salary
for each named executive officer. The Compensation Committee exercised its
discretion in establishing the amounts of individual bonus awards for each
executive officer with each final bonus for 2009 being less than the
maximum. The Compensation Committee took into consideration, among other
things, each individual’s performance, the financial and operating performance
of the Company, including customer satisfaction, and stock price performance in
2009.
Restricted
Stock Unit Awards
With
respect to the performance goals for RSUs granted in 2007 to named executive
officers, the Compensation Committee determined the results for the three
performance factors: (i) annual cash flow growth before interest and taxes, or
CFBIT; (ii) annual growth in operating profit before depreciation and
amortization or OPBDA, and (iii) annual revenue growth. The Company
performance for 2009 was above threshold and below target amounts for each
performance factor. After applying the applicable weighting factor to
the three performance factors, overall average performance for 2009 was below
target (64%). This amount was averaged with overall performance in
2008 which exceeded target (144%) and the overall average performance for 2007
which also exceeded target (107%). The final 2007-2009 adjustment
factor was slightly above target at 105%. This 105% performance
factor was multiplied by the number of 2007-2009 RSUs granted to each named
executive officer to determine the number of RSUs that would be converted
one-for-one into shares of DIRECTV Class A common stock and issued to each
officer.
With
respect to the performance goals for RSUs granted in 2008 to the named executive
officers, the Compensation Committee determined, for the second year of the
2008-2010 three-year performance period, the results of the three performance
factors, which are the same as the performance factors for the 2007 RSU awards
described above. Overall average performance for 2009 was below
target (64%) and will be averaged with the overall average performance for 2008
which was above target (144%) and for 2010 to determine the final 2008-2010
adjustment factor. In each case, to determine the final adjustment
factor, the Compensation Committee has reserved discretion to reduce payments or
otherwise adjust downward restricted stock unit awards in accordance with the
2004 Stock Plan, and in no event may the final adjustment factor for the entire
performance period exceed 125%.
With
respect to the performance goals for RSUs granted in 2009 to the named executive
officers, the Compensation Committee determined, for the first year of the
2009-2011 three-year performance period, the results of the three performance
factors: (i) CFBIT, (ii) annual earnings per share growth, and (iii)
annual revenue growth. Overall average performance for 2009 was below
target (82.7%) and will be averaged with the overall average performance for
2010 and 2011 to determine the final 2009-2011 adjustment factor. In
each case, to determine the final adjustment factor, the Compensation Committee
has reserved discretion to reduce payments or otherwise adjust downward
restricted stock unit awards in accordance with the 2004 Stock Plan, and in no
event may the final adjustment factor for the entire performance period exceed
125%.
The
Compensation Committee established performance goals under the 2004 Stock Plan
for the RSUs awarded to named executive officers for 2010, with the following
performance factors: (i) CFBIT, (ii) annual growth in earnings per share, and
(iii) annual revenue growth over the three-year period from January 1, 2010
through December 31, 2012. A copy of the summary terms and conditions for
the 2010 RSU grants is attached to this report as Exhibit 10.1.
The Compensation Committee also established the performance target for
determination of the maximum amount payable to any executive officer in calendar
year 2010 under the Bonus Plan, which is to be based on CFBIT. A copy
of the summary terms and conditions for the 2010 Bonus is attached to this
report as Exhibit
10.2.
The
description of each document in this report, including the Bonus Plan and 2004
Stock Plan, previously filed with the SEC on April 27, 2007 as exhibits to the
Definitive Proxy Statement of The DIRECTV Group, Inc., on Schedule 14A, is
qualified in its entirety by reference to the applicable document, which is
included herein by reference.
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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Summary
Terms – 2010 Restricted Stock Unit Grants
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10.2
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Summary
Terms – 2010 Bonus
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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:
February 17, 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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Summary
Terms – 2010 Restricted Stock Unit Grants
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10.2
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Summary
Terms – 2010 Bonus
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