Closing, the Company shall
effect a stock split resulting in a Base Price (as defined below) of $5.00 per
share; and
WHEREAS, this Agreement is one of several other agreements ("Other Management
Stockholders' Agreements") which have been, or which in the future will be,
entered into between the Company and other individuals who are or will be key
employees of the Company or one of its subsidiaries (collectively, the "Other
Management Stockholders").
NOW THEREFORE, to implement the foregoing and in consideration of the grant of
Options and of the mutual agreements contained herein, the Parties agree as
follows:
1.
ISSUANCE OF NEW OPTION; ROLLOVER OPTION; PURCHASED STOCK;
PURCHASES OF ADDITIONAL COMMON STOCK
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH AND AS
SET FORTH IN THE OPTION PLAN, AS OF THE EFFECTIVE DATE THE COMPANY IS ISSUING TO
THE MANAGEMENT STOCKHOLDER A NEW OPTION TO ACQUIRE SHARES OF COMMON STOCK, AT AN
INITIAL EXERCISE PRICE EQUAL TO $21.84453771 PER SHARE (THE "BASE PRICE"), AND
THE PARTIES SHALL EXECUTE AND DELIVER TO EACH OTHER COPIES OF THE STOCK OPTION
AGREEMENT CONCURRENTLY WITH THE ISSUANCE OF THE NEW OPTION.
(B)
PURSUANT TO THE TERMS OF THE ROLLOVER AGREEMENT, THE ROLLOVER
OPTION HELD BY THE MANAGEMENT STOCKHOLDER SET FORTH ON SCHEDULE A HERETO SHALL
REMAIN ISSUED AND OUTSTANDING PURSUANT TO THE TERMS OF THE 1997 PLAN, AS
MODIFIED AS DESCRIBED IN THE ROLLOVER AGREEMENT.
THE MANAGEMENT STOCKHOLDER
HEREBY AGREES TO RETAIN THE ROLLOVER OPTION AT THE STOCK PURCHASE CLOSING (WHICH
SHALL HEREAFTER BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT) AND
NOT TO RECEIVE IN CONNECTION WITH THE STOCK PURCHASE CLOSING THE AMOUNT THAT
WOULD OTHERWISE BE PAYABLE TO THE MANAGEMENT STOCKHOLDER IN RESPECT OF SUCH
ROLLOVER OPTION BY OPERATION OF THE PROVISIONS OF SECTION 1.04 OF THE
TRANSACTION AGREEMENT.
(C)
PURSUANT TO THE TERMS OF THE ROLLOVER AGREEMENT THE MANAGEMENT
STOCKHOLDER SHALL RETAIN [
] SHARES OF ROLLOVER EQUITY OF THE
COMPANY AT THE STOCK PURCHASE CLOSING.
(D)
AS OF THE EFFECTIVE DATE THE MANAGEMENT STOCKHOLDER SHALL
PURCHASE
[
] SHARES OF NEW STOCK AT A PRICE OF $21.84453771
PER SHARE FROM THE DIRECTV GROUP, INC.
(E)
WITH THE CONSENT OF THE COMPANY, THE MANAGEMENT STOCKHOLDER SHALL
BE ENTITLED TO INVEST FROM TIME TO TIME IN DEFERRED STOCK UNITS AT A PRICE TO BE
ESTABLISHED BY THE COMPANY AT THE TIME OF SUCH INVESTMENT.
(F)
THE "EFFECTIVE DATE" SHALL BE THE DATE HEREOF.
2.
MANAGEMENT STOCKHOLDER'S REPRESENTATIONS, WARRANTIES AND
AGREEMENTS.
(A)
IN ADDITION TO AGREEING TO THE RESTRICTIONS ON TRANSFER OF STOCK
(AS DEFINED IN SECTION 3) SET FORTH IN SECTIONS 3 AND 4, IF THE MANAGEMENT
STOCKHOLDER IS A RULE 405 AFFILIATE, THE MANAGEMENT STOCKHOLDER ALSO AGREES AND
ACKNOWLEDGES THAT HE WILL NOT TRANSFER ANY SHARES OF STOCK UNLESS:
2
(I)
THE TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS IN EFFECT
THEREUNDER (THE "ACT"), AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF STATE