Attached files
| file | filename |
|---|---|
| 8-K - DIRECTV 8-K 2010 COMPENSATION ANNOUNCEMENT - DIRECTV | dtv8k2010comp_021010.htm |
| EX-10.1 - DIRECTV 2010 RSU GRANTS - DIRECTV | ex101_2010rsugrants.htm |
Exhibit
10.2
2010
Executive Officer
Cash
Bonus Plan
Terms
& Conditions
February
2010
This
is a summary of the terms and conditions of the Plan. The full terms and
conditions of the DIRECTV Executive Officer Cash Bonus Plan govern the
Bonuses.
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TERM/CONCEPT
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EXPLANATION
|
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Eligibility
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Elected
officers of DIRECTV who may become subject to Internal Revenue Code, or
IRC, Section 162(m) and the CFO are eligible to participate in the
Plan.
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Plan
Year
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January
1 – December 31
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Administration
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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.
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Company
Performance Measures
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For
2010, the Committee has selected growth in cash flow before interest and
taxes (“CFBIT”) as the performance measure. If the Company’s CFBIT exceeds
$2.0 billion, the available bonus fund will be equal to or greater than
the target bonus.
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Bonus
Determination
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§ 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 basic EPS
growth. This is known as exercising negative discretion.
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Timing
of Payments
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Bonuses,
if any, are paid by March 15 following the end of the Plan
Year.
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Pro-Rated
Bonuses
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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.
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TERM/CONCEPT
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EXPLANATION
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Taxation
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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 2010 and may
change at the time of actual payout each year.
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Tax
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Withholding
Rate
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Description
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Federal
Income Tax
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25.00%1
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Federal
supplemental earnings tax withholding rate
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State
Income Tax
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10.23%
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California
supplemental earnings tax withholding rate (or other state withholding
rates depending upon your location)
|
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FICA
Social Security
(if
applicable)
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6.20%
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Up
to a maximum tax of $6,621.60 which is 6.2% of the first $106,800 of
wages
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FICA
Medicare
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1.45%
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No
limit on maximum tax
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California
State Disability Insurance (SDI) (if applicable)
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1.10%
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Up
to a maximum tax of $1,026.48 which is based on wages of
$93,316
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Employment
Status:
§ Resignation
or Termination for Cause
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§ 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.
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· Retire2,
Layoff, Death or Disability
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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.
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· Leave
of Absence During the Year
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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.
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Employee
Benefits
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Bonuses
are Covered Compensation for purposes of determining 401K and pension
benefits.
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Recovery
of Bonus Awards
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If
the financial or operating results used to determine the payout of bonuses
are subsequently restated or revised such that smaller bonuses would have
been awarded using such restated or revised results, the Company will be
entitled to recover the portion of the bonuses that should not have been
awarded. See the policy statement in the 2009 Proxy Statement section
“Compensation Discussion and
Analysis.”
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1
35% for amounts in excess of $1
million.
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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.
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