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DTV » Topics » 2005 Award Terms and Conditions

These excerpts taken from the DTV 8-K filed Feb 15, 2005.

Award Terms and Conditions

 

 

This is a summary of the material terms and conditions of the 2005 Equity Program. The 2004 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    DIRECTV Group and DIRECTV senior managers and above
Award Date    February 8, 2005
Awards    Denominated in DIRECTV Restricted Stock Units (RSUs or Units); upon vesting, distributed in DIRECTV (DTV) shares.
Performance Period    3-year performance period (January 1, 2005 – December 31, 2007)
Vesting    •    Vesting refers to the time when you are eligible to receive your shares.
     •    The number of vested shares depends on how we perform against the company performance measures over the three-year performance period (from 0 – 1.00).
     •    Once your shares are vested, they will be distributed to you (minus tax withholding) and then are yours to sell or hold as your wish.
Adjustment Factor    •    The factor that is multiplied by your RSU grant at the end of the 3-year performance period to determine your vested shares
     •    Is a result of the Company’s performance to the Performance Measures listed below
Performance Measures    •    Net Annual Subscriber Growth
     •    Average Annual Churn
     •    Average Annual ARPU (Average Revenue Per User) Growth
     •    Average Annual SAC (Subscriber Acquisition Cost)
     •    Average Annual Margin Improvement
Vesting Determination    •    The Vesting Date is the end of the Performance Period, 12/31/07.
     •    As soon as practicable after the Vesting Date, the DIRECTV Group Inc. Compensation Committee (the “Committee”) determines the level of performance of each Performance Measure and the Adjustment Factor (which shall not be greater than 1). The Committee will multiply the Adjustment Factor by the total number of Stock Units to determine the number of vested units.
Share Distribution    Upon vesting, the shares will be directly deposited into an account in your name at the company’s transfer agent. Account statements will be distributed shortly thereafter.

 

 

2005 Award Terms and Conditions

 

 

This is a summary of the material terms and conditions of the 2005 Equity Award to independent directors. The 2004 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.
Eligibility    Independent non-employee members of the DIRECTV Group Board of Directors
Award Date    February 8, 2005
Awards    4,000 DIRECTV Restricted Stock Units (RSUs or Units); upon vesting, distributed in DIRECTV (DTV) shares.
Vesting    •    Vesting refers to the time when you are eligible to receive your shares.
     •    25% of RSUs (800 RSUs) will vest each January 1, beginning January 1, 2006
Share Distribution    •    Upon vesting each January, the shares will be directly deposited into an account in your name at Equiserve, the company’s Transfer Agent. Account statements will be distributed shortly thereafter.
     •    In its discretion, the Compensation Committee of the Board may settle unvested RSUs in cash
Taxation    •    Your award becomes taxable at the time of vesting, which is when you’ll receive your shares of DTV stock
     •    No shares will be withheld for taxes upon vesting
     •    Please consult with your personal tax or financial advisor for more information regarding the tax consequences of your award.
Impact of Resignation    •    If you serve on the Board of Directors at least through the first calendar year in which the award is made, the RSUs will continue to vest on the normal schedule
     •    If you resign, or if you are removed as a director, prior to the end of such calendar year, the RSUs are forfeited
     •    If you die, all unvested RSUs will vest immediately and be distributed as soon as practicable

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Feb 15, 2005

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