Attached files
| file | filename |
|---|---|
| 8-K - DIRECTV 8-K 2010 COMPENSATION ANNOUNCEMENT - DIRECTV | dtv8k2010comp_021010.htm |
| EX-10.2 - DIRECTV 2010 BONUS PLAN - DIRECTV | ex102_2010bonusplan.htm |
Exhibit
10.1
2010
Equity Grant
Terms,
Conditions & FAQs
February
2010
This
is a summary of the material terms and conditions of the 2010 Equity Grant. The
DIRECTV Stock Plan (the “Plan”) and Prospectus govern the awards, receipt of
which is hereby acknowledged, and is incorporated herein by this
reference.
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TERM/CONCEPT
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EXPLANATION
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Company
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DIRECTV
and its Subsidiaries
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Eligibility
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Full-time
exempt employees at the level of Director 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
approved by January 19, 2010 for employees to be eligible for the
increased target grant.
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Awards
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DIRECTV
Restricted Stock Units (RSUs or Units); distributed in DIRECTV (DTV) Class
A common stock
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Performance
Period
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3-year
Performance Period (Jan. 1, 2010 – Dec. 31, 2012)
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Adjustment
Factor
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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.
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Performance
Measures (weighting)
· Each
performance measure is determined as the percentage growth from the prior
year-end DIRECTV consolidated results.
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Performance
Measure
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Weight
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Annual
Performance Target
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Performance
Range
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Performance
Factor Range
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Annual
growth in Cash Flow Before Interest & Taxes
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331/3%
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15%
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0
to 20%
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0
to 1.5
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Annual
growth in Earnings
Per
Share (EPS)
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331/3%
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35%
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0
to 50%
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0
to 1.5
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Annual
growth in Revenue
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331/3%
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7%
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0
to 9%
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0
to 1.5
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Performance
Determination
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• At
the end of each year, the Company assesses DIRECTV performance for each
Performance Measure, resulting in an annual Performance Factor per
the chart above.
• At
the end of the three years, the average of the three annual Performance Factors
creates the Adjustment
Factor (the percentage used to determine the final shares
earned). The final Adjustment Factor is
capped at 125%.
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TERM/CONCEPT
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EXPLANATION
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Distribute
Shares at the End of Three Years
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· Within
60 days 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.
· After
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 (currently Morgan
Stanley Smith Barney). Account and tax information will be distributed
shortly thereafter.
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Taxes
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· Your
award is taxable at the time of distribution in the year in which 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.
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Continued
Employment
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Continued
employment or service through the end of the Performance Period is
required as a condition of 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.
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Impact
of Termination
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If
you leave the company for any reason within the first calendar year of the
Performance Period, your award is forfeited.
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Resignation
or Term for Cause
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If
you resign from the Company or are terminated for cause at any time, you
forfeit all awards.
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· Term
Without Cause (e.g., Layoff)
· Retirement
*
· Long-Term
Disability or Death
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· 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.
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Impact
of Leave of Absence
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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.
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Recovery
of Stock Awards
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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 2010 Proxy Statement section “Compensation
Discussion and Analysis.”
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*
Retirement means termination of employment at age 55 or older, with 5 or
more years of Continuous Service as defined by the Pension Plan, and
immediate commencement of Pension Plan
benefits.
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