exhibit101_palkovicagreement.htm


                                                                            EXHIBIT
      10.1

     

    As of October 5, 2007

     

     

    Mr. Michael Palkovic

     

     

     

     

    Dear Mike:

     

     

     

               
This letter agreement (“Agreement”) provides the terms of your employment with
      The DIRECTV Group, Inc. (the “Company”) and replaces the letter agreement
      between us dated as of March 19, 2005 and the Change in Control Agreement (as
      defined in such letter agreement) (the “Prior Agreements”).

     

     

     

    1.           
      (a) The Company hereby employs you for a period commencing as of the date hereof
      and ending on December 31, 2010 (the “Term”).

     

     

     

    (b) If you
      continue in the employ of the Company after the end of the Term and an extension
      of your employment has not been negotiated, your employment shall be on an
      at-will basis at the weekly salary rate paid during your last regular pay period
      hereunder and shall otherwise be in accordance with this Agreement and the
      provisions of such policies of the Company as are then in effect for comparable
      executives of the Company.



     

    2.           
            (a) For your services hereunder the Company will,
      on regular pay dates as then in effect under applicable Company policy, pay
      you
      a base salary at the rate of $800,000 per annum, subject to annual increase
      for
      each calendar year beginning on or after January 1, 2009, such annual increase
      to be generally commensurate with other senior executives of the Company, with
      the actual salary increase for any year to be subject to the approval of the
      Compensation Committee of the Board of Directors of the Company (“Committee”) if
      required under applicable Company policies. 

     

     

     

    (b) Subject to approval by the Committee
      if required under applicable Company policies, for each calendar year during
      the
      Term, (i) an annual target cash bonus (“Target Bonus”), set as a percentage of
      your then current salary, will be established and provided to you in writing
      prior to the end of the first quarter of such year, and (ii) you shall receive
      at the time annual bonuses are paid for the prior year pursuant to applicable
      Company policy, payment of your annual cash bonus based on your Target Bonus
      for
      such prior year and your achievement of certain targets established by the
      Chief
      Executive Officer of the Company.  The Target Bonus shall be appropriate to
      your position in the Company and generally commensurate with the target bonus
      of
      other senior executives of the Company, taking into account your role in the
      Company as compared to such other senior executives.  Your initial Target
      Bonus shall be 80% of your base salary.

     

    
(c) Subject to approval by the
      Committee if required under applicable Company policies, you shall also receive
      equity compensation, (e.g., options or restricted stock units) appropriate
      to
      your position in the Company and generally commensurate with grants to other
      senior executives of the Company, taking into account your role in the Company
      as compared to such other senior executives.  In any event, under current
      circumstances, your annual grant of equity compensation is expected to have
      a
      fair market value at least equal to your base salary.

     

     

     

    (d) You shall receive vacation and other
      perquisites and all other benefits generally commensurate with comparable
      executives of the Company. 



     

    3.           
      (a) You shall serve as Executive Vice President--Operations, reporting directly
      to the President and Chief Executive Officer of the Company.  You shall be
      based in El Segundo, California, subject to such travel as the rendering of
      services hereunder may require.

     

     

     

    (b) If you are elected a member of the
      Board of Directors or to any other office of the Company or any of its
      affiliates, you agree to serve in such capacity or capacities without additional
      compensation, unless additional compensation or benefits are paid to comparable
      executives.

     

     

     

    (c) You hereby accept such employment
      and agree to devote your full time and attention as necessary to fulfill all
      of
      the duties of your employment hereunder.

     

     

     

    4.
     (a) Notwithstanding
      anything to the contrary contained
      in paragraph 1 (a) above, this Agreement may be terminated by the Company for
      cause if: 



     

    (i)                
      you are convicted of, or plead guilty or nolo contendere to a
      felony;



     

    (ii)              
      you engage in conduct that constitutes continued willful neglect or willful
      misconduct in carrying out your duties under this Agreement, resulting, in
      either case, in economic harm to or damage to the reputation of the Company
      or
      any of its affiliates; or



     

    (iii)            
      you breach any material affirmative or negative covenant or undertaking
      hereunder, which breach is not substantially cured within fifteen days after
      written notice to you specifying such breach.



     

    If you are terminated for cause, you
      shall be entitled only to payment of your base salary and accrued vacation
      pay
      (if any) through the date of termination of your employment for
      cause.



     

    (b) If your employment is terminated
      due
      to death, your estate or beneficiaries, as the case may be, shall be entitled
      to: 

     

     

     

    (i)                
      payment of base salary through the date of termination;



     

    (ii)              
      payment of the pro-rated portion of the annual bonus that you received for
      the
      fiscal year immediately preceding the date of termination; and 



     

    (iii)            
      other or additional benefits in accordance with applicable plans and programs
      of
      the Company.



     

    (c) If your employment is terminated
      due
      to disability (as defined below), you shall be entitled to the following (but
      in
      no event less than the benefits due to you under the then current disability
      program of the Company):



     

    (i)                
      payment of base salary through the date of termination; 



     

    (ii)              
      payment of the pro-rated portion of the annual bonus that you received for
      the
      fiscal year immediately preceding the date of termination; 



     

    (iii)            
      until the earlier of the end of such disability and the end of the Term,
      continued participation in medical, dental, hospitalization and life insurance
      coverage and in all other employee plans and programs in which you were
      participating on the date of termination; and 



     

    (iv)            
      other or additional benefits in accordance with applicable plans and programs
      of
      the Company.



     

    For purposes of this Agreement,
“disability” shall mean your inability to substantially
      perform your duties and
      responsibilities under this Agreement for a period of 120 consecutive
      days.

     

     

     

    (d) If the Company terminates your
      employment for any reason other than those defined in paragraphs 4 (a), (b)
      or
      (c) above, or if you terminate your employment by reason of the Company’s breach
      of paragraph 3 (a) above, then you shall be entitled to:

     

     

     

    (i)                
      payment of your then current base salary through the date of termination;




     

    (ii)              
      payment of your pro-rated Target Bonus for the calendar year in which your
      employment is terminated; 



     

    (iii)            
      payment of an amount equal to one (1) times your then current base salary and
      Target Bonus, if your employment is terminated under this paragraph 4(d) at
      any
      time prior to the expiration of the Term;



     

    (iv)            
      vesting of equity awards as if you had remained employed through the end of
      the
      calendar year in which your employment is terminated or, if your employment
      is
      terminated in December of a year, for one additional calendar year, subject
      to
      the other terms and conditions of the applicable equity awards;
      and



     

    (v)              
      continued participation in Company-sponsored medical plans in which you were
      participating on the date of termination, through either (a) the longer of
      the
      end of the Term or 12 months from the date of termination of your employment,
      or
      (b) until you receive coverage through another employer, whichever first
      occurs.



     

    Any change of your principal place of
      employment (base location) from El Segundo, California, or any adverse change
      in
      the scope of your job responsibilities or reporting relationship, in any case
      without your consent, shall be deemed a constructive termination of your
      employment by the Company for purposes of, and upon such termination of
      employment (by you or by the Company) you shall be entitled to, the payments
      and
      benefits provided for above.  All payments under this paragraph 4(d) shall
      be conditioned upon your execution of a release agreement in the Company’s
      customary form or otherwise acceptable to the Company.

     

     

     

    (e) Notwithstanding anything in this
      Agreement to the contrary, in the event that the Company adopts a severance
      plan
      applicable to comparable executives which provides for payments or benefits
      which are more favorable to executives than the provisions of this Agreement,
      then you shall automatically be entitled to such more favorable payments or
      benefits, subject to the terms and conditions of such plan, unless you otherwise
      agree in writing after adoption of any such plan.

     

     

     

    5.
     (a) You have previously
      received a copy of the
      Company’s Code of Ethics and Business Conduct.  You agree to abide by the
      provisions of this Code (as amended and posted on the Company’s website from
      time to time) at all times during your employment by the Company.

(b)
      During the term of your employment and for a period of one year thereafter,
      you
      will not, directly or indirectly, (i) induce or attempt to induce any
      managerial, legal, human resources, sales or supervising employee of the Company
      or its affiliates to render services to any other person, firm or corporation,
      and (ii) engage in any business which competes with the Company or any of its
      affiliates and will not directly or indirectly own, manage, operate, join,
      control or participate in the ownership, management, operation or control of,
      or
      be employed by, or connected in any manner with any corporation, firm or
      business that is so engaged.  The foregoing does not prohibit you from
      owning less than five percent (5%) of the outstanding common stock of any
      company whose shares are publicly traded.

In consideration of the
      foregoing agreements, and in addition to any severance benefits provided to
      you
      under this Agreement, if your employment is terminated by the Company for any
      reason other than those defined in paragraphs 4(a), (b) or (c) above, or if
      you
      terminate your employment, whether during or after expiration of the Term,
      the
      Company shall pay you an amount equal to the sum of your base salary and Target
      Bonus at the date termination of your employment, less applicable tax
      withholdings, such payment to be made on the first anniversary after the date
      of
      your employment termination, provided that you have complied with your
      obligations set forth above in this paragraph 5(b).



     

            
      (c) You acknowledge that the relationship between the parties hereto is
      exclusively that of employer and employee and that the Company’s obligations to
      you are exclusively contractual in nature.  The Company shall be the sole
      owner of all the fruits and proceeds of your services hereunder, including,
      but
      not limited to, all ideas, concepts, formats, suggestions, developments,
      arrangements, designs, packages, programs, promotions and other intellectual
      properties which you may create in connection with and during your term of
      your
      employment hereunder, free and clear of any claims by you (or anyone claiming
      under you) of any kind or character whatsoever (other than your right to
      compensation hereunder).  You shall, at the request of the Company, execute
      such assignments, certificates or other instruments as the Company may from
      time
      to time deem necessary or desirable to evidence, establish, maintain, perfect,
      protect, enforce or defend its right, title and interest in or to any such
      properties.



     

            
      (d) All memoranda, notes, records and other documents made or compiled by you,
      or made available to you during the term of this Agreement concerning the
      business of the Company or it affiliates shall be the Company’s property and
      shall be delivered to the Company on the termination of this Agreement or at
      any
      other time on request.  You shall keep in confidence and shall not use for
      yourself or others, or divulge to others, any information concerning the
      business not publicly available and which is obtained by you as a result of
      your
      employment, including but not limited to, trade secrets or processes and
      information deemed by the Company to be proprietary in nature, unless disclosure
      is permitted by the Company or required by law.

(e) The Company shall
      have the right to use your name, biography and likeness in connection with
      its
      business, including in advertising its products and services, and may grant
      this
      right to others, but not for use as a direct endorsement.

(f) The
      covenants set forth in sub paragraphs (b), (c) and (d) above shall survive
      the
      termination of this Agreement.



     

    6.     
      The services to be furnished by you hereunder and the rights and privileges
      granted to the Company by you are of a special, unique, unusual, extraordinary,
      and intellectual character which gives them a peculiar value, the loss of which
      cannot be reasonably or adequately compensated in damages in any action or
      law,
      and a breach by you of any of the provisions contained herein will cause the
      Company irreparable injury and damage.  You expressly agree that the
      Company shall be entitled to seek injunctive and other equitable relief, to
      prevent a breach of this Agreement by you.  Resort to equitable relief
      however, shall not be construed as a waiver of any preceding or succeeding
      breach of the same or any other term or provision.  The various rights and
      remedies of the Company hereunder shall be construed to be cumulative and no
      one
      of them shall be exclusive to any other or of any other or of any right or
      remedy allowed by law.

     

     

     

    7.  
   In consideration
      of the making of the Agreement, as well as of the
      other consideration stated herein, you expressly agree that (a) the Company’s
      Employee Statements and Agreements and Mutual Agreement to Arbitrate Claims
      (copies of which you have received and which are incorporated herein by
      reference) shall apply to this Agreement; and (b) if you continue in the employ
      of the Company after the end of the Term, your employment shall be at-will
      and
      shall otherwise be in accordance with the provisions of this Agreement and
      such
      then existing Company policies as may then be in effect applicable to comparable
      executives of the Company.



     

    8.     
This Agreement shall
      be governed by the laws of the State of California
      applicable to contracts performed entirely therein.  This Agreement
      supersedes all prior agreements and understandings (including verbal agreements)
      between Executive and the Company and/or its affiliates regarding the terms
      and
      conditions of Executive’s employment with the Company and/or its affiliates
      including, without limitation, the Prior Agreements.



     

    9.
     This Agreement shall
      inure to the benefit of the
      successors and general assigns of the Company and to the benefit of any other
      corporation or entity which is a parent, subsidiary or affiliate of the Company
      to which this Agreement is assigned, and any other corporation or entity into
      which the Company may be merged or with which it may be consolidated. 
Except as herein provided, this Agreement shall be nonassignable.

     

     

     

    Sincerely,

     

     

     

    The DIRECTV Group,
      Inc.

     

     

     

     

     

    By:   
      /s/ Chase
      Carey             

                                                                                    
Chase Carey

                                                                                    
President and CEO

     

     

     

    THE FOREGOING IS AGREED TO:

     

     

     

    /s/ Michael
      Palkovic        
               
 

    Michael Palkovic

     

     

     

    November 6,
      2007                             


    Date