summaryterms2009bonus.htm


    Exhibit
10.2

    


    This
is a summary of the terms and conditions of the 2009 Executive Officer Cash
Plan. The full terms and conditions of the DIRECTV Group, Inc., Executive
Officer Cash Bonus Plan govern the Bonuses.

    


    
      	
              TERM/CONCEPT

            	
              EXPLANATION

            
	
              Eligibility

            	
              Executives
      of DIRECTV Group who may become subject to Internal Revenue Code, or IRC,
      Section 162(m) and the CFO are eligible to participate in the
      Plan.

            
	
              Plan
      Year

            	
              January
      1 – December 31

            
	
              Administration

            	
              The
      Compensation Committee of the Board of Directors, or Committee,
      administers the Plan. The Plan and its administration are intended to
      comply with IRC Section 162(m). In the beginning of the Plan Year, the
      Committee:

              § Selects
      one or more annual performance measures for the Plan,

              § Sets
      individual executive target bonuses as a percentage of base salary or as a
      dollar amount, and

              § Establishes
      the maximum funding for each executive in the Plan,

              At
      the end of the Plan Year, the Committee determines final
      bonuses.

            
	
              Company
      Performance Measures

            	
              For
      2009, the Committee has selected growth in cash flow before interest and
      taxes (“CFBIT”) as the performance measure. If the Company’s CFBIT exceeds
      $1.75 billion, the available bonus fund will be equal to or greater than
      the target bonus.

            
	
              Bonus
      Determination

            	
              § Following
      the end of the Plan Year, the Committee will review Company and individual
      performance and determine bonuses.

              § Typically,
      when determining bonuses the Committee will reduce bonuses from the funded
      amounts to align the bonuses with Company and individual performance. The
      Committee may also consider other performance factors in its sole
      discretion as it determines the actual bonuses. These factors may include
      net subscriber growth, churn, ARPU growth, SAC, margin improvement,
      customer satisfaction, revenue growth, cash flow growth and basic EPS
      growth. This is known as exercising negative
discretion.

            
	
              Timing
      of Payments

            	
              Bonuses,
      if any, are paid by March 15 following the end of the Plan
      Year.

            
	
              Pro-Rated
      Bonuses

            	
              An
      executive who participates in the Plan for less than a full year may be
      eligible for a pro-rated target bonus. A pro rata calculation may also
      apply to changes in base salary or target bonus percentage that occur
      during the year.

            


    


    
       

       

       

    



    
      	
              TERM/CONCEPT

            	
              EXPLANATION

            
	
              Taxation

            	
              Bonuses
      are subject to applicable income and employment tax withholding. The
      Company will also withhold contributions for the savings benefit plans.
      The following tax withholding rates are current as of January 2009 and may
      change at the time of actual payout each year.

               

            
	
              Tax

            	
              Withholding
      Rate

            	
              Description

            
	
              Federal
      Income Tax

            	
              25.00%1

            	
              Federal
      supplemental earnings tax withholding rate

            
	
              State
      Income Tax

            	
              9.30%

            	
              California
      supplemental earnings tax withholding rate (or other state withholding
      rates depending upon your location)

            
	
              FICA
      Social Security

              (if
      applicable)

            	
              6.20%

            	
              Up
      to a maximum tax of $6,621.60 which is 6.2% of the first $106,800 of 2009
      wages

            
	
              FICA
      Medicare

            	
              1.45%

            	
              No
      limit on maximum tax

            
	
              California
      State Disability Insurance (SDI) (if applicable)

            	
              1.1%

            	
              Up
      to a maximum tax of $997.35 which is the first $90,669 of 2009
      wages

            
	
              Employment
      Status:

              § Resignation
      or Termination for Cause

            	
              § A
      voluntary resignation during the Plan Year will result in the forfeiture
      of the bonus.

              § A
      termination for cause during the Plan Year or at any time before payment
      of the bonus will result in the forfeiture of the
bonus.

            
	
               

              · Retire2,
      Layoff, Death or Disability

               

            	
              Executives
      who terminate for these reasons are eligible to receive a pro-rated bonus
      during the usual payout cycle. Individual employment agreements may have
      other terms and conditions. The Committee may use daily, monthly or other
      methods to pro rate the bonuses.

            
	
               

              · Leave
      of Absence During the Year

               

            	
              Executives
      who are on an unpaid Company-approved leave of absence during the Plan
      Year are eligible to receive a bonus (pro-rated to exclude the period of
      their absence) during the usual payout cycle.

            
	
              Employee
      Benefits

            	
              Bonuses
      are Covered Compensation for purposes of determining 401K and pension
      benefits.

            
	
              Recovery
      of Bonus Awards

               

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

            


    

    


    


    
      	
              1
      35% for amounts in excess of $1
million.

            


    

    
      	
              2
      “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.