Long-Term Achievement Plan Form of Award



 Exhibit 10.37 
  

			
	 n  Jack A. Shaw
 President and Chief Executive Officer
	  	



  
 DIRECTV 
  
 PanAmSat 
  
 DIRECTV Latin America 
  
 Hughes Network Systems 
  
 April 29, 2003 
  
 Dear 
  
 As a senior leader of HUGHES, you have
been selected to participate in the Long-Term Achievement Plan (LTAP) for the 2003-2005 performance period. We continue to use relative Total Shareholder Return (TSR) as our LTAP performance measure, while using our AIP metrics to drive this
year’s business plan. Over the last several quarters, we have seen that sticking to our plans, improving our operating performance and fulfilling our commitments is paying off. However, I know that we still have more to do to create the type of
financial returns that we and our shareholders expect. 
  
 We need to continue to
improve our operating efficiencies, provide excellent customer service and outwit our competition. As a leadership team we are proving that we can transform our business by focusing on profitable growth. Following are key components of AIP and LTAP
that will drive and reward this performance, along with a statement on your personal compensation targets and information on the impact of the transaction on these plans. 
  
 2003 AIP 
  
 Your 2003 AIP award will be based on the performance of HUGHES, your operating company (as applicable) and your own personal performance towards meeting your 2003 goals.

  
 As you can see from the chart below, we have once again raised the bar of our
business plan performance targets. In some cases, such as Revenue, there is little room for falling below target and still achieving an AIP payout. In others, such as Net Income and Cash, a lot more stretch is required to achieve maximum payout.

  

																
	 HUGHES Metric

	  	Weight

	 	 	 Minimum
 ($M)

	 	 	 Target
 ($M)

	 	 	 Maximum
 ($M)

	 
	 Revenue
	  	25	%	 	$	8,950	 	 	$	9,350	 	 	$	11,688	 
	 Net Income
	  	30	%	 	 	($420	)	 	 	($365	)	 	$	0	 
	 Cash Supplied/(Required)
	  	30	%	 	 	($230	)	 	 	($180	)	 	$	0	 
	 Customer Satisfaction
	  	15	%	 	 	Weighted average of OpCo performance	 
	 If performance is achieved, AIP is funded at
	  
	 	 	50	%	 	 	100	%	 	 	200	%

  
 Note: Operating company metrics align
with these HUGHES level metrics and are tailored to reflect the strategy of each business. In order for the operating companies to receive funding, the HUGHES minimum funding must be achieved, as well as their own plan thresholds. 
  
 P.O. Box
956    200  N  Sepulveda  Blvd  El  Segundo,  CA  90245 - 0956 
 phone  310.662.9977        fax  310.322.1534 
  









 April 29, 2003 
 Page 2 
  
 2003-2005 LTAP 
  
 Your LTAP grant is denominated in shares of GMH stock. The 3-year plan performance is based solely on GMH Total Shareholder Return (TSR) relative to selected competitors (as shown in the enclosed materials). This
performance against relative TSR will increase or decrease the number of shares awarded to you in three years. Market price appreciation of these shares can also add significantly to the value of final awards in this plan. 
  

									
	 LTAP Metric

	  	 Minimum
 ($M)

	 	 Target
 ($M)

	 	 Maximum
 ($M)

	 	Weight


	 GMH TSR Over 3 Years
	  	50th%ile	 	75th%ile	 	90th%ile	 	100%
	 	  	 	 	(We exceed 75% of
Competitors’ TSRs)	 	 	 	 
	 If Performance is Achieved, Shares are multiplied by
	  	40%	 	100%	 	175%	 	 

  
 Of course, metrics alone cannot drive
company performance. HUGHES success depends on your ability as a senior leader to align organizational and individual goals with these overall company metrics. I count on you, as a senior leader of HUGHES, to communicate this line of sight to your
employees – keeping them focussed on what matters on a day to day basis. 
  
 We have already had an eventful first quarter – our due diligence efforts culminated in the News Corp. announcement, terrific operating performance led to an increase in our guidance, we completed the DIRECTV financing package and
DIRECTV Latin America filed under Chapter 11 for reorganization. The rest of the year will bring equally tough challenges and successes as we continue to increase operational efficiencies while driving towards our transaction completion. I know you
can meet these challenges and inspire your employees to do the same. I look forward to working together with you as we reach our goals and meet our commitments in 2003. 
  
 Sincerely, 
  
 

 
  
 Enc. 
  









 2003 Total Compensation Statement for 
 Long Term Achievement Plan Participant 
  
 Keith Landenberger 
  

						
	 	  	Target

	 	Value


	 Base Salary1
	  	 	 	 	 
	 AIP Target2
	  	 	 	 	 
	 Weighted 100% Hughes Corporate
	  	            %	 	$	            
	 LTAP3
	  	 	 	 	 
	 GMH Shares
	  	            %	 	$	            
	 Total Compensation4
	  	 	 	$	            

  
 Footnotes: 
  

	1)	Current Base Salary. 

  

	2)	AIP target value based on current salary. 

  

	3)	LTAP target value based on January 1, 2003 base salary and LTAP target shares calculated using the December 2002 GMH average daily price of $11.02. 

  

	4)	Total Compensation excludes benefits and perquisites. 

  
 Monday, April 28, 2003