exhibit10_1.htm

                                                                                    EXHIBIT 10.1


    


    As of
October 30, 2008

    


    Mr.
Patrick T. Doyle

    


    


    Dear
Pat:

    


    This letter agreement (“Agreement”)
provides the terms of your employment with The DIRECTV Group, Inc. (the
“Company”).

    


    
      	
              1.  

            	
              (a)
      The Company hereby employs you for a period commencing as of the date
      hereof and ending on December 31, 2011 (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 your current base
      salary through December 31, 2008 and a base salary at the rate of $600,000
      per annum effective January 1, 2009.  Such base salary shall be
      subject to annual increase for each calendar year beginning on or after
      January 1, 2010, with such annual increase to be generally commensurate
      with other senior executives of the Company and 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.

            


    

    


    
      	
               
      

            	
              (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 and Chief Financial Officer,
      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/
PATRICK T. DOYLE

    Patrick
T. Doyle

    


    


    Date:
11/5/08