exhibit101.htm


    Exhibit 10.1


      INTERIM
CHIEF EXECUTIVE OFFICER SHORT-TERM CASH INCENTIVE PLAN

      


      


      
        	
                1.  

              	
                For
      IRC §162(m) purposes, using a shareholder-approved metric, the Committee
      has established a performance measure to fund an individual short-term
      cash incentive plan for Larry Hunter, as the interim Chief Executive
      Officer (“CEO”), as provided in The DIRECTV Group, Inc. Executive Officer
      Cash Bonus Plan as amended and restated (the “Company Plan”). Such Company
      Plan applies solely to “Executives” as defined therein and the Chief
      Financial Officer, if not otherwise deemed a “covered employee” for
      purposes of IRC §162(m).

              


      

      


      
        	
                2.  

              	
                In
      accordance with the Company Plan, the short-term cash incentive for the
      interim CEO (“Interim CEO Incentive Plan”) is for the period of service
      (the “Performance Period”) commencing July 1, 2009 and ending at the
      earliest to occur of (i) the position of CEO is filled, (ii) the Board of
      Directors formally ceases the search, or (iii) February 1, 2010, and will
      be subject to satisfying applicable funding metric(s) for the payment of
      the incentive under the Interim CEO Incentive Plan. The maximum award fund
      is $1 million.

              


      

      


      
        	
                3.  

              	
                For
      this Interim CEO Incentive Plan, the sole performance measure for funding
      the incentive is as follows: during the Performance Period, Larry Hunter,
      as interim CEO, and with the Special Committee of the Board of Directors,
      pursues and leads the search to fill the position of CEO. For purposes of
      compliance with IRC §162(m), this individual executive performance measure
      for the Interim CEO Incentive Plan was determined under the second
      paragraph of Exhibit A Performance-Based Business Criteria of the Company
      Plan. The achievement of this measure will be based on the Committee’s
      evaluation and certification of Larry Hunter’s individual executive
      performance.

              


      

      


      
        	
                4.  

              	
                The
      Committee may exercise negative discretion prior to payment to reduce any
      award payable under the Interim CEO Incentive Plan as necessary to align
      the actual award with Company and individual performance, including,
      without limitation, taking into consideration any or all of the following
      performance measures: net subscriber growth, churn, ARPU growth, SAC,
      margin improvement, customer satisfaction, revenue growth, cash flow
      growth, OPBDA growth and growth in Basic EPS from Continuing
      Operations.

              


      

      


      
        	
                5.  

              	
                The
      award under this Interim CEO Incentive Plan shall be paid in a cash lump
      sum as soon as practicable after the Performance Period and after the
      final award amount is determined by the Committee. The award is taxable
      and taxes shall be withheld at the time of payment. The award is
      considered Covered Compensation for purposes of the employee and executive
      benefit plans and programs. Upon termination of employment for death or
      disability, the maximum fund amount shall be paid as soon as practicable.
      Upon involuntary termination of employment without cause, no payment shall
      be made until the Performance Period has ended and the Committee
      determines the extent to which the performance goal was achieved and
      determines the award amount, if any. For termination of employment for any
      other reason, the award shall be cancelled and forfeited. The award is
      subject to recovery under the policy established by this Committee in
      February
2009.