summaryterms2009rsu.htm


    Exhibit
10.1

    
      February
2009

    

    
      This
is a summary of the material terms and conditions of the 2009 Equity Grant. The
DIRECTV Group, Inc. Stock Plan (the “Plan”) and Prospectus govern the awards,
receipt of which is hereby acknowledged, and is incorporated herein by this
reference.

      


      


      


      
         

        
          
            	
                    TERM
      OR CONCEPT

                  	
                    EXPLANATION

                  
	
                    Company

                  	
                    The
      DIRECTV Group, Inc., and its Subsidiaries

                  
	
                    Eligibility

                  	
                    Full-time
      exempt employees at the level of Senior Manager and above; new employees
      must be hired and actively working before the grant date to receive an RSU
      grant. Promotions that would result in an increase in target RSUs must be
      effective by February 21, 2009 for employees to be eligible for the
      increased target grant.

                  
	
                    Awards

                  	
                    DIRECTV
      Restricted Stock Units (RSUs or Units); distributed in DIRECTV (DTV)
      common stock

                  
	
                    Performance
      Period

                  	
                    3-year
      Performance Period (January 1, 2009 – December 31,
2011)

                  
	
                    Adjustment
      Factor

                  	
                    This
      factor is the percentage (0% to 125%) used at the end of the 3-year
      performance period to determine your shares earned based on the Company’s
      performance to the Performance Measures listed below.

                  
	 Performance
      Measures (Weighting)

                    	 Each
        performance measure is determined as the percentage growth from the
        prior year-end DIRECTV Group results.



                  


          

        

        
          	
                   

                  Performance
      Measure

                	
                   

                  Weight

                	
                  Annual
      Performance Target

                	
                  Performance
      Range

                	
                  Performance
      Factor Range

                
	
                  Annual
      Growth in Cash Flow Before Interest & Taxes

                	
                  40%

                	
                  18%

                	
                  0
      to 23%

                	
                  0
      to 1.5

                   

                
	
                  Annual
      Growth in Earnings Per Share (EPS)

                	
                  40%

                	
                  25%

                   

                	
                  0
      to 32%

                	
                  0
      to 1.5

                   

                
	
                  Annual
      Growth in Revenue

                	
                  20%

                	
                  8%

                   

                	
                  0
      to 10%

                	
                  0
      to 1.5

                   

                


        


        
          	
                  Performance
      Determination

                	
                   

                  • At
      the end of each year, the Company assesses DIRECTV Group performance for
      each Performance Measure, resulting in an annual Performance Factor per
      chart above.

                   

                   

                  • At
      the end of the three years, the average of the three annual Performance Factors
      creates the Adjustment
      Factor (the % used to determine the final shares
      earned).  The final Adjustment Factor is
      capped at 125%.

                   

                
	
                  Distribute
      Shares at the End of Three Years

                	
                   

                  · As
      soon as practicable after the end of the Performance Period, the Company
      determines the Adjustment Factor. The
      Company will multiply the total number of RSUs granted by this factor to
      determine the number of shares to distribute.

                   

                  · Once
      the Adjustment
      Factor is determined, the shares will be distributed to you (minus
      applicable tax withholding) and then are yours to sell or hold as you
      wish.

                   

                  · Upon
      distribution, the shares will be directly deposited into an account in
      your name with the Company's stock plan administrator (Morgan Stanley).
      Account and tax information will be distributed shortly
      thereafter.

                   

                


        


        
           

           

           

        


        


        


        
          	
                  TERM
      OR CONCEPT

                	
                  EXPLANATION

                
	
                  Taxes

                	
                   

                  · Your
      award is taxable at the time of distribution, which is when you receive
      your shares of DTV common stock if the performance goals are
      met.

                   

                  · The
      applicable withholding taxes are due upon distribution, whether or not you
      sell your shares. The Company will withhold shares of stock to satisfy the
      applicable tax withholdings, so you will receive shares net of tax
      withholdings.

                   

                  · Please
      consult with your personal tax or financial advisor for more information
      regarding the tax consequences of your award.

                   

                
	
                  Continued
      Employment

                	
                  Continued
      employment or service through the end of the Performance Period is
      required as a condition to receiving your award and the rights and
      benefits under the plan. Partial employment or service, even if
      substantial, during the Performance Period will not entitle you to any
      proportionate award, or avoid or mitigate a termination of rights and
      benefits upon or following a termination of employment or services except
      as otherwise provided in the “Impact of Termination” section
      below.

                
	
                  Impact
      of Termination

                	
                  If
      you should leave the company for any reason within the first calendar year
      of the Performance Period, your award is forfeited.

                
	
                   

                  · Resignation
      or Term for Cause

                   

                	
                  If
      you resign from the Company or are terminated for cause at any time, you
      forfeit all awards.

                
	
                   

                  · Term
      Without Cause (e.g., Layoff)

                   

                   

                  · Retirement
      *

                   

                   

                  · Long-Term
      Disability or Death

                   

                	
                   

                  · You
      are eligible for a pro-rated award based on the number of full calendar
      years of service (January through December) completed during the
      Performance Period and on plan performance assessed at the end of the
      Performance Period.

                   

                   

                  · Any
      shares earned will be distributed as soon as practicable in the year
      following the end of the Performance Period.

                   

                
	
                  Impact
      of Leave of Absence

                	
                  Absence
      from work caused by military service, authorized sick leave, or other
      leave approved by the Company will not be considered a termination of
      employment by the Company if reemployment upon the expiration of the leave
      is required by contract or law, or if the leave is for a period of not
      more than 90 days. The Company reserves the right to adjust grants for
      employees on leave in excess of 90 days.

                
	
                  Recovery
      of Stock Awards

                	
                  If
      the financial or operating results used to determine the payout of shares
      are subsequently restated or revised such that fewer shares would have
      been awarded using such restated or revised results, the Company will be
      entitled to recover those shares that should not have been awarded. See
      the policy statement in the 2009 Proxy Statement section “Compensation
      Discussion and Analysis.”

                


        

        


        
          	
                   
      

                	
                  *
      “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.