Exhibit
10.1


 


	
  DIRECTV CEO Contract Term Sheet

  	
  November 18, 2009

  



 


	
  Category

  	
   

  	
  Terms

  
	
  1.               Position

  	
   

  	
  ·                  President &
  CEO of DIRECTV

  ·                  Reports to
  the Board of Directors

  ·                  Member of the
  Board of Directors

  
	
   

  	
   

  	
   

  
	
  2.               Contract Term

  	
   

  	
  ·                  Three year
  term

  ·                  January 1,
  2010 start date

  ·                  If
  Transformation Event occurs during final 14 months, the Contract Term will
  run until 14 months after the Transformation Event

  
	
   

  	
   

  	
   

  
	
  3.               Location of
  Principal Office

  	
   

  	
  ·                  New York, NY
  / Los Angeles, CA

  
	
   

  	
   

  	
   

  
	
  4.               Base Salary

  	
   

  	
  ·                  $1.5MM

  ·                  Salary adjusted
  annually based on New York CPI

  
	
   

  	
   

  	
   

  
	
  5.               Annual Bonus
  Opportunity

  	
   

  	
  ·                  200% base
  salary, if a full bonus year  

  ·                  Performance
  goals to be set by the Compensation Committee

  
	
   

  	
   

  	
   

  
	
  6.               Long-Term  Incentives/Equity

  	
   

  	
  ·                  Grant at hire
  of $25MM in present value to cover full 3 year term based on FAS 123R
  valuations.

  ·                  50% in stock
  options,

  ·                  exercise
  price equal to the stock price on date of grant

  ·                  three-year
  installment vesting on each anniversary of grant

  ·                  50% in
  performance restricted stock units  

  ·                  performance
  based on the average of the achievement on a set of three one-year  performance goals

  ·                  measures to
  be similar to those used for other DIRECTV participants (2009 measures  include revenue growth,
  OPBDA (EBITDA) growth, and growth in cash flow before  interest and taxes) but
  measures may change each year

  ·                  payout to
  range from 0% to 125% of the target grant, based on actual results 

  ·                  dividend
  equivalents accrued and paid at earn out based on earned shares

  
	
   

  	
   

  	
   

  
	
  7.               Benefits &
  Perquisites

  	
   

  	
  ·                  Commensurate
  with President & CEO position, but in no event less favorable than
  those offered to other senior executives

  



 

















 


	
  8.               Non-Solicitation/Non-Compete

  	
   

  	
  ·                  During employment and for
  two years after leaving the Company

  
	
   

  	
   

  	
   

  
	
  9.               Confidentiality

  	
   

  	
  ·                  Standard confidentiality
  provisions

  
	
   

  	
   

  	
   

  
	
  10.         Voluntary
  Resignation (other than Effective Termination) or Involuntary Termination
  with Cause before or after the Contract Term

  	
   

  	
  ·                  Base salary and accrued
  vacation through date of termination  

  ·                  Nothing else paid, except
  as required by law  

  ·                  Vested options exercisable
  for 3 years (or, if shorter, the expiration of the option term), if Voluntary
  Resignation after Contract Term

  
	
   

  	
   

  	
   

  
	
  11.         Termination
  due to Death or Disability

  	
   

  	
  ·                  Lump sum payment of base
  salary through the end of the contract term (to the extent permitted by
  Section 409A)

  ·                  Prorated target bonus for
  the year

  ·                  100% acceleration of
  equity vesting. Assumes performance shares are earned at the target level.

  ·                  Options exercisable until
  the end of the ten-year term

  
	
   

  	
   

  	
   

  
	
  12.         Involuntary
  Termination Without Cause or an Effective Termination after the Contract Term

  	
   

  	
  ·                  Position, base salary,
  bonus opportunity and location continue after expiration of Contract Term

  ·                  Non-Solicitation/Non-Compete
  and Confidentiality covenants continue after expiration of Contract Term

  ·                  After the expiration of
  the contract term, Executive will still be eligible for severance in
  accordance with the senior executive policy as then in effect (currently 1
  times base plus target bonus)

  ·                  Vested options exercisable
  until the end of the ten-year term

  



 

















 


	
  13.         Involuntary
  Termination without Cause or an Effective Termination*

  	
   

  	
  ·                  Cash
  severance of 1.5 times sum of base salary plus target bonus

  ·                  100% vesting
  acceleration of performance shares, at target performance level

  ·                  Option
  vesting acceleration on a pro-rata schedule, after adding another 18 months
  of service credit (actual service plus 18 months will be divided by 36 months
  to compute the pro-rating); vested options exercisable until the end of the
  ten-year term

  ·                  Continuation
  of welfare benefits during the severance period; no continuation of
  perquisites

  ·                  If a
  Transformation Event causes part or all of the severance package to be
  subject to the golden parachute rules of Section 280G, the
  Executive will be responsible for paying any excise taxes which might apply.

  ·                  Executive’s
  equity awards will: (i) allow for equity acceleration above the 280G
  limit and (ii) provide that, except as may be determined by the Compensation
  Committee, no acceleration of equity vesting shall occur except in connection
  with Items 11 or 13 herein.

  
	
   

  	
   

  	
   

  
	
  14.         Effective
  Termination Definition

  	
   

  	
  ·                  Reduction in
  base salary or target bonus opportunity;

  ·                  Reduction in
  responsibilities, titles, powers, duties at the Company or assignment of
  duties inconsistent with President & CEO position (if a
  Transformation Event occurs and Executive remains the senior most executive
  corporate officer of the Company, he must remain through the first
  anniversary of a Transformation Event to claim severance for any of these
  reasons);

  ·                  Relocation of
  principal office more than 50 miles from either New York or Los Angeles; or

  ·                  Voluntary
  resignation within 60 days of the first anniversary of a Transformation Event

  
	
   

  	
   

  	
   

  
	
  15.         Transformation
  Event Definition

  	
   

  	
  ·                  The
  occurrence during the Contract Term of an event which results in:
  (i) the Company no longer having publicly-traded equity shares, or
  (ii) an acquisition, whether directly or indirectly, of at least 30% of
  the voting power of the Company, unless the directors prior to the
  acquisition continue to constitute at least 75% of the directors.

  



 






*  Executive cannot
claim an Effective Termination due to a reduction of his duties or
responsibilities, or assignment of duties inconsistent with President and CEO
position, if, in any event, he remains the senior most executive corporate
officer of the Company until the anniversary of a Transformation Event.
After a Transformation Event, Executive can declare an Effective Termination
for any reason in the 60 days following the anniversary of such Transformation
Event.