ex102_2010bonusplan.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.

       
 

      
        	
                TERM/CONCEPT

              	
                EXPLANATION

              
	
                Eligibility

              	
                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.

              
	
                Plan
      Year

              	
                January
      1 – December 31

              
	
                Administration

              	
                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.

              
	
                Company
      Performance Measures

              	
                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.

              
	
                Bonus
      Determination

              	
                 

                § 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.

                 

              
	
                Timing
      of Payments

              	
                Bonuses,
      if any, are paid by March 15 following the end of the Plan
      Year.

              
	
                Pro-Rated
      Bonuses

              	
                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.

              


      


      
         

         

         

      


      
        	
                TERM/CONCEPT

              	
                EXPLANATION

              
	
                Taxation

              	
                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.

              
	
                Tax

              	
                Withholding
      Rate

              	
                Description

              
	
                Federal
      Income Tax

              	
                25.00%1

              	
                Federal
      supplemental earnings tax withholding rate

              
	
                State
      Income Tax

              	
                10.23%

              	
                California
      supplemental earnings tax withholding rate (or other state withholding
      rates depending upon your location)

              
	
                FICA
      Social Security

                (if
      applicable)

              	
                6.20%

              	
                Up
      to a maximum tax of $6,621.60 which is 6.2% of the first $106,800 of
      wages

              
	
                FICA
      Medicare

              	
                1.45%

              	
                No
      limit on maximum tax

              
	
                California
      State Disability Insurance (SDI) (if applicable)

              	
                1.10%

              	
                Up
      to a maximum tax of $1,026.48 which is based on wages of
      $93,316

              
	
                Employment
      Status:

                § Resignation
      or Termination for Cause

              	
                 

                § 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.

                 

              
	
                 

                · Retire2,
      Layoff, Death or Disability

                 

              	
                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.

              
	
                 

                · Leave
      of Absence During the Year

                 

              	
                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.

              
	
                Employee
      Benefits

              	
                Bonuses
      are Covered Compensation for purposes of determining 401K and pension
      benefits.

              
	
                Recovery
      of Bonus Awards

                 

              	
                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.”

              


      

      


      


      
        	
                1
      35% for amounts in excess of $1
million.

              


      

      
        	
                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.