ex101_2010rsugrants.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.

      


      
        	
                TERM/CONCEPT

              	
                EXPLANATION

              
	
                Company

              	
                DIRECTV
      and its Subsidiaries

              
	
                Eligibility

              	
                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.

              
	
                Awards

              	
                DIRECTV
      Restricted Stock Units (RSUs or Units); distributed in DIRECTV (DTV) Class
      A common stock

              
	
                Performance
      Period

              	
                3-year
      Performance Period (Jan. 1, 2010 – Dec. 31, 2012)

              
	
                Adjustment
      Factor

              	
                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.

              
	
                Performance
      Measures (weighting)

                     · Each
      performance measure is determined as the percentage growth from the prior
      year-end DIRECTV consolidated results.

              
	
                Performance
      Measure

              	
                 

                Weight

              	
                Annual
      Performance Target

              	
                Performance
      Range

              	
                Performance
      Factor Range

              
	
                Annual
      growth in Cash Flow Before Interest & Taxes

              	
                331/3%

              	
                15%

              	
                0
      to 20%

              	
                0
      to 1.5

              
	
                Annual
      growth in Earnings

                Per
      Share (EPS)

              	
                331/3%

              	
                35%

              	
                0
      to 50%

              	
                0
      to 1.5

              
	
                Annual
      growth in Revenue

              	
                331/3%

              	
                7%

              	
                0
      to 9%

              	
                0
      to 1.5

              
	
                Performance
      Determination

              	
                 

                • 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%.

                 

              


      


      
         

         

         

      


      


      
        	
                TERM/CONCEPT

              	
                EXPLANATION

              
	
                Distribute
      Shares at the End of Three Years

              	
                 

                · 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.

              
	
                Taxes

              	
                 

                · 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.

                 

              
	
                Continued
      Employment

              	
                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.

              
	
                Impact
      of Termination

              	
                If
      you leave the company for any reason within the first calendar year of the
      Performance Period, your award is forfeited.

              
	
                Resignation
      or Term for Cause

              	
                If
      you resign from the Company or are terminated for cause at any time, you
      forfeit all awards.

              
	
                 

                · Term
      Without Cause (e.g., Layoff)

                 

                 

                · Retirement
      *

                 

                 

                · Long-Term
      Disability or Death

                 

              	
                 

                · 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.

                 

              
	
                Impact
      of Leave of Absence

              	
                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.

              
	
                Recovery
      of Stock Awards

              	
                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.”

              


      

      


      
        	
                 
      

              	
                *
      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.