The DirecTV Group (DTV)

Employment Agreements with the Named Executive Officers

        We have an employment agreement with each of the named executive officers, which contains terms and conditions of compensation upon termination of employment under various circumstances. We entered into an agreement with Mr. Doyle in 2008. We intend to comply with Sections 162(m) and 409A of the Code, as each applies to compensation payable upon and following a termination of employment of each of the named executive officers. We use "cause," "disability" and "effective termination" in the following discussion.

        "Cause" in Mr. Carey's agreement shall mean: (i) executive's willful and continued failure to perform his material duties (other than due to Disability); (ii) the commission of any fraud, misappropriation or misconduct by executive that causes demonstrable material injury to the Company; (iii) executive's conviction of, or plea of guilty or nolo contendere to, a felony; (iv) the failure by executive to comply, in any material respect, with any applicable restrictive covenants, any other undertaking set forth in his employment agreement or any other agreement executive has with the Company or any breach by executive thereof, if such failure or breach is reasonably likely to result in a demonstrable material injury to the Company, in each case, that is not cured, within 30 days of written notice from the Company or otherwise satisfactorily explained. For Messrs. Churchill, Hunter, Palkovic and Doyle, "Cause" in each executive's agreement shall mean (i) the executive is convicted of, or pleads guilty or nolo contendere, to a felony; (ii) the executive engages in conduct that constitutes continued willful neglect or willful misconduct in carrying out duties under the agreement, resulting in economic harm to or damage to the reputation of the Company; or (iii) the executive breaches any material affirmative or negative covenant or undertaking in the agreement, which breach is not substantially cured within fifteen days after written notice to the executive specifying such breach.

        "Disability" in Mr. Carey's agreement shall mean the inability to perform all of his material duties under the agreement for more than 180 days in any 360-day period because of physical or mental

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incapacity or illness that is reasonably likely to continue indefinitely. For Messrs. Churchill, Palkovic, Hunter and Doyle, "Disability" in each executive's agreement shall mean the inability to substantially perform the executive's duties and responsibilities for a period of 120 consecutive days.

        "Effective Termination" in Mr. Carey's agreement shall mean the occurrence of any of the following, without executive's consent, subject to the Company's right to cure: (i) executive is required to report to any person or group, other than the Board or the Board is not the Board of Directors of a public company; (ii) a reduction in executive's base salary or bonus opportunity; (iii) the assignment of duties inconsistent with, or the significant reduction of the titles, powers, duties and functions associated with, his positions, titles or offices; or (iv) the relocation of executive's principal office to a location more than 50 miles from the New York City or Los Angeles metropolitan area. For Messrs. Churchill, Palkovic, Hunter and Doyle, "Effective Termination" means the occurrence without the executive's consent of (i) a change in the executive's principal place of employment or (ii) any adverse change in the scope of job responsibilities or reporting relationship.

        The terms and conditions in Mr. Carey's employment agreement for compensation upon termination of employment are summarized as follows:

        Termination.    If Mr. Carey's employment terminates due to his death or disability, Mr. Carey (or his estate or beneficiaries) is entitled to: (i) base salary for the balance of the term of agreement and pro-rated annual bonus earned through the date of termination; (ii) 100% of the RSUs granted in 2007 will vest and be distributed as of the termination date; (iii) the right to exercise any stock options granted in 2004 pursuant to the 2004 Stock Plan until the earlier of 12 months following the date of termination or the expiration date of the options, and (iv) immediate vesting of stock options granted in 2007, which shall remain exercisable until the expiration date, August 13, 2017. If we terminate Mr. Carey's employment for cause or if he resigns without effective termination, both as defined in his agreement, he is only entitled to base salary through the date of termination plus any earned but unpaid bonus for the immediately preceding fiscal year and he would forfeit all RSUs and unexercised options. If Mr. Carey's employment is terminated for any other reason, or if he resigns for effective termination, as defined in his agreement, he is entitled to: (i) an amount equal to the greater of (x) base salary and target bonus for the balance of the term of the agreement or (y) one times base salary and target bonus; (ii) 100% of the RSUs granted in 2007, which will vest and be distributed as of the termination date (subject to Sections 162(m) and 409A of the Code); (iii) the right to exercise options granted in 2004 until the earlier of 12 months following the date of termination or the expiration date of the options; and (iv) immediate vesting of options granted in 2007, which shall remain exercisable until the expiration date, August 13, 2017.

        The terms and conditions in the employment agreements for Messrs. Doyle, Churchill, Palkovic and Hunter for compensation upon termination of employment are summarized as follows:

        Termination.    If an executive's employment is terminated for cause (as defined in each agreement) or voluntary termination by the employee, he is only entitled to base salary through the date of termination and the bonus and all outstanding stock-based awards are forfeited.

        If the executive's employment terminates due to his death or disability, the executive's estate or beneficiary is entitled to (i) base salary through the date of termination, (ii) pro-rated annual cash bonus received for the fiscal year preceding the date of termination and, only for disability, (iii) the executive will continue to participate in all medical, dental, life insurance and all other employee plans and programs until the earlier of the end of the disability or the term of the agreement. Stock options for Messrs. Doyle, Palkovic and Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. Mr. Churchill has no stock options. With respect to any unvested RSUs, RSUs would vest one-third for each full calendar year, subject to adjustment for Company performance and would be payable as each RSU performance period ends.

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        If Mr. Doyle, Churchill, Palkovic or Hunter is terminated for any other reason, the executive is entitled to (i) base salary through the date of termination, (ii) pro-rated annual bonus for the calendar year in which employment is terminated, (iii) payment of an amount equal to the sum of current base salary and target bonus (for Mr. Churchill, the amount is one and one-half times this sum), (iv) vesting of equity awards as if the executive had remained employed through the end of the year and, if employment is terminated in December, for one additional year, subject to the terms and conditions of the equity awards, and, (v) until the later of the end of the term of the agreement or 12 months, the executive will continue to participate in medical plans, unless the executive receives earlier coverage from another employer. Stock options for Messrs. Doyle, Palkovic and Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. The executive shall be entitled to these benefits also in the case of any adverse change in the scope of job responsibilities or reporting relationship, and, for Mr. Churchill, a change in the principal place of employment from New York, New York, and for Messrs. Doyle and Palkovic, a change in the principal place of employment from El Segundo, California, in each case without the consent of the executive. In consideration of Messrs. Doyle's, Palkovic's and Hunter's noncompetition and confidentiality commitments, which extend for 12 months following the termination of employment, each would receive, additionally, the sum of his base salary and target bonus valued at the date of termination of employment. In the event that the Company adopts a severance plan applicable to comparable executives that provides for payments or benefits that are more favorable to executives than the provisions of the employment agreements, then the executive will be entitled to the more favorable payments or benefits subject to the terms and conditions of such plan.

        The descriptions of each executive's employment agreement are qualified in their entirety by reference to the full agreement, which for Mr. Carey is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 14, 2007; for Mr. Doyle is attached as Exhibit 10.1 to the Current Report on Form 8K filed by the Company with the SEC on November 5, 2008; for Mr. Churchill is attached as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the SEC on February 12, 2007; for Mr. Palkovic is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 9, 2007; for Mr. Hunter is attached as Exhibit 10.3 to the Current Report on Form 8K filed by the Company with the SEC on February 12, 2007. These documents may be accessed through the Company's website at www.directv.com/investor or through the SEC's website at www.sec.gov.

Employment Agreements with the Named Executive Officers

        We have an employment agreement with each of the named executive officers (except for Mr. Doyle), which contains terms and conditions of compensation upon termination of employment under various circumstances. We negotiated new employment agreements for Messrs. Carey and Palkovic in 2007 shortly before each agreement was set to expire; the benefits described below are from the new agreements. For Mr. Doyle, the severance compensation discussed below is the general severance compensation for employees. We intend to comply with Sections 162(m) and 409A of the Code, as each applies to compensation payable upon and following a termination of employment of each of the named executive officers.

        The terms and conditions in Mr. Carey's employment agreement for compensation upon termination of employment are summarized as follows:

        Termination.    If Mr. Carey's employment terminates due to his death or disability, Mr. Carey (or his estate or beneficiaries) is entitled to: (i) base salary for the balance of the term of agreement and pro-rated annual bonus earned through the date of termination; (ii) 100% of the RSUs granted in 2007 will vest and be distributed as of the termination date; (iii) the right to exercise any stock options granted in 2004 pursuant to the 2004 Stock Plan until the earlier of 12 months following the date of termination or the expiration date of the options, and (iv) immediate vesting of stock options granted in 2007, which shall remain exercisable until the expiration date, August 13, 2017. If we terminate Mr. Carey's employment for cause or if he resigns without effective termination, both as defined in his agreement, he is only entitled to base salary through the date of termination plus any earned but unpaid bonus for the immediately preceding fiscal year and he would forfeit all RSUs and unexercised

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options. If Mr. Carey's employment is terminated for any other reason, or if he resigns for effective termination, as defined in his agreement, he is entitled to: (i) an amount equal to the greater of (x) base salary and target bonus for the balance of the term of the agreement or (y) one times base salary and target bonus; (ii) 100% of the RSUs granted in 2007, which will vest and be distributed as of the termination date (subject to Sections 162(m) and 409A of the Code); (iii) the right to exercise options granted in 2004 until the earlier of 12 months following the date of termination or the expiration date of the options; and (iv) immediate vesting of options granted in 2007, which shall remain exercisable until the expiration date, August 13, 2017.

        The terms and conditions in the employment agreements for Messrs. Churchill, Palkovic and Hunter for compensation upon termination of employment are summarized as follows:

        Termination.    If an executive's employment is terminated for cause (as defined in each agreement), he is only entitled to base salary through the date of termination and the bonus and all outstanding stock-based awards are forfeited.

        If the executive's employment terminates due to his death, the executive's estate or beneficiary is entitled to (i) base salary through the date of termination and (ii) pro-rated annual cash bonus received for the fiscal year preceding the date of termination. Stock options for Messrs. Palkovic and Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. Mr. Churchill has no stock options.

        If the executive's employment terminates due to his disability, the executive is entitled to (i) base salary through the date of termination, (ii) pro-rated annual bonus received for the fiscal year preceding the date of termination; and, (iii) until the earlier of the end of the disability or the term of the agreement, the executive will continue to participate in all medical, dental, life insurance and all other employee plans and programs. Stock options for Messrs. Palkovic and Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options.

        With respect to any unvested RSUs at the date of termination of employment, the following provisions apply: (i) in the case of termination due to death or disability, RSUs would vest one-third for each full calendar year, subject to adjustment for Company performance and would be payable as each RSU performance period ends and (ii) in the case of termination for cause or voluntary termination by the employee, all RSUs and stock options would be forfeited.

        If Mr. Churchill, Palkovic or Hunter is terminated for any other reason, the executive is entitled to (i) base salary through the date of termination, (ii) pro-rated annual bonus for the calendar year in which employment is terminated, (iii) payment of an amount equal to the sum of current base salary and target bonus (for Mr. Churchill, the amount is one and one-half times this sum), (iv) vesting of equity awards as if the executive had remained employed through the end of the year and, if employment is terminated in December, for one additional year, subject to the terms and conditions of the equity awards, and, (v) until the later of the end of the term of the agreement or 12 months, the executive will continue to participate in medical plans, unless the executive receives earlier coverage from another employer. Stock options for Messrs. Palkovic and Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. The executive shall be entitled to these benefits also in the case of any adverse change in the scope of job responsibilities or reporting relationship, and, for Mr. Churchill, a change in the principal place of employment from New York, New York, and for Mr. Palkovic, a change in the principal place of employment from El Segundo, California, in each case without the consent of the executive. In consideration of Messrs. Palkovic's and Hunter's noncompetition and confidentiality commitments, which extend for 12 months following the termination of employment, each would receive, additionally, the sum of his base salary and target bonus valued at the date of termination of employment. In the event that the Company adopts a severance plan applicable to comparable executives that provides for

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payments or benefits that are more favorable to executives than the provisions of the employment agreements, then the executive will be entitled to the more favorable payments or benefits subject to the terms and conditions of such plan.

        If Mr. Doyle's employment is terminated for cause, he is only entitled to base salary through the date of termination and the bonus and all outstanding stock-based awards are forfeited. If his employment terminates due to his disability or death, he or his estate or beneficiary is entitled to (i) base salary through the date of termination and (ii) pro-rated annual bonus for the current fiscal year if at least six months of service were completed in that year. Stock options will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. RSUs would vest one-third for each full calendar year, subject to downward adjustment for Company performance and would be payable as each RSU performance period ends. If Mr. Doyle is terminated for any other reason, he is entitled to (i) base salary through the date of termination, (ii) pro-rated annual bonus for the calendar year in which employment is terminated if at least six months of service were completed in that year, (iii) payment of an amount equal to his current base salary, (iv) outplacement and, (v) for 12 months, he would continue to participate in medical plans, unless he receives earlier coverage from another employer. Stock options will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. RSUs would vest one-third for each full calendar year, subject to adjustment for Company performance and would be payable as each RSU performance period ends.

        "Cause" in Mr. Carey's agreement shall mean: (i) executive's willful and continued failure to perform his material duties (other than due to Disability); (ii) the commission of any fraud, misappropriation or misconduct by executive that causes demonstrable material injury to the Company; (iii) executive's conviction of, or plea of guilty or nolo contendere to, a felony; (iv) the failure by executive to comply, in any material respect, with any applicable restrictive covenants, any other undertaking set forth in his employment agreement or any other agreement executive has with the Company or any breach by executive thereof, if such failure or breach is reasonably likely to result in a demonstrable material injury to the Company, in each case, that is not cured, within 30 days of written notice from the Company or otherwise satisfactorily explained.

        For Messrs. Churchill, Hunter and Palkovic, "Cause" in each executive's agreement shall mean (i) the executive is convicted of, or pleads guilty or nolo contendere, to a felony; (ii) the executive engages in conduct that constitutes continued willful neglect or willful misconduct in carrying out duties under the agreement, resulting in economic harm to or damage to the reputation of the Company; or (iii) the executive breaches any material affirmative or negative covenant or undertaking in the agreement, which breach is not substantially cured within fifteen days after written notice to the executive specifying such breach.

        "Disability" in Mr. Carey's agreement shall mean the inability to perform all of his material duties under the agreement for more than 180 days in any 360-day period because of physical or mental incapacity or illness that is reasonably likely to continue indefinitely. For Messrs. Churchill and Hunter, "Disability" in each executive's agreement shall mean the inability to substantially perform the executive's duties and responsibilities for a period of 120 consecutive days.

        "Effective Termination" in Mr. Carey's agreement shall mean the occurrence of any of the following, without executive's consent, subject to the Company's right to cure: (i) executive is required to report to any person or group, other than the Board or the Board is not the Board of Directors of a public company; (ii) a reduction in executive's base salary or bonus opportunity; (iii) the assignment of duties inconsistent with, or the significant reduction of the titles, powers, duties and functions associated with his positions, titles or offices; or (iv) the relocation of executive's principal office to a location more than 50 miles from the New York City or Los Angeles metropolitan area.

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        The descriptions of each executive's employment agreement are qualified in their entirety by reference to the full agreement, which for Mr. Carey is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 14, 2007; for Mr. Churchill is attached as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the SEC on February 12, 2007; for Mr. Palkovic is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 9, 2007; and for Mr. Hunter is attached as Exhibit 10.3 to the Current Report on Form 8K filed by the Company with the SEC on February 12, 2007. These documents may be accessed through the Company's website at www.directv.com/investor or through the SEC's website at www.sec.gov.

Employment Agreements with the Named Executive Officers

        The terms and conditions in Mr. Carey's employment agreement for compensation upon termination of employment are summarized as follows:

        Termination.    If Mr. Carey's employment terminates due to his death or disability, Mr. Carey (or his estate or beneficiaries) is entitled to: (i) base salary and pro-rated annual bonus through the date of termination; (ii) RSUs, vested 25% for each full or partial contract year, subject to downward adjustment; and (iii) the right to exercise any stock options granted pursuant to the 2004 Stock Plan until the earlier of 12 months following the date of termination or the expiration date of the options. Given that Mr. Carey is in the final year of his agreement, all of the RSUs would vest in the event of termination due to his death or disability subject to downward adjustment. If the Company terminates Mr. Carey's employment for cause as defined in his agreement, he is only entitled to base salary through the date of termination, and he would forfeit all RSUs and unexercised options. If Mr. Carey's employment is terminated for any other reason, he is entitled to: (i) base salary through the term of his employment; (ii) target incentive bonus for the year in which his employment is terminated and for the succeeding year (unless the termination occurs after December 31, 2006); and (iii) vesting of all RSUs without adjustment and the right to exercise options (including unvested options) until the earlier of 12 months following the date of termination or the expiration date of the options.

        Noncompetition and Confidentiality.    Mr. Carey has agreed not to compete with the Company during the term of his employment and for 12 months thereafter. He has also agreed, during the term of his employment and for 18 months thereafter, not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, Mr. Carey is required to maintain the confidentiality of certain information of the Company, and not to use such information except for the benefit of the Company.

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        The terms and conditions in the employment agreements for Messrs. Palkovic, Churchill, Hunter and Pontual for compensation upon termination of employment are summarized as follows:

        Termination.    If an executive's employment is terminated for cause (as defined in his agreement), he is only entitled to base salary through the date of termination and the bonus and all outstanding stock-based awards are forfeited.

        If the executive's employment terminates due to his death, the executive's estate or beneficiary is entitled to (i) base salary through the date of termination and (ii) pro-rated annual cash incentive bonus for the fiscal year preceding the date of termination. Stock options for Messrs. Palkovic and Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. Messrs. Churchill and Pontual have no stock options issued by the Company.

        If the executive's employment terminates due to his disability, the executive is entitled to (i) base salary through the date of termination, (ii) pro-rated annual cash incentive bonus for the fiscal year preceding the date of termination; and, (iii) until the earlier of the end of the disability or the term of the agreement, the executive will continue to participate in all medical, dental, life insurance and all other employee plans and programs. Stock options for Messrs. Palkovic and Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options.

        With respect to any unvested RSUs at the date of termination of employment, the following provisions apply: (i) in the case of termination due to death or disability, RSUs would vest one-third for each full contract year, subject to downward adjustment and would be payable as each RSU performance period ends and (ii) in the case of termination for cause or voluntary termination by the employee, all RSUs and stock options would be forfeited.

        If Mr. Churchill, Hunter or Pontual is terminated for any other reason, he is entitled to (i) base salary through the date of termination, (ii) pro-rated annual cash incentive bonus for the calendar year in which employment is terminated, (iii) payment of an amount equal to the sum of current base salary and target bonus (for Mr. Churchill, the amount is one and one-half times this sum), (iv) vesting of equity awards as if the executive had remained employed through the end of the year and, if employment is terminated in December, for one additional year, subject to the terms and conditions of the equity awards, and, (v) until the earlier of the end of the term of the agreement or 12 months, the executive will continue to participate in medical plans, unless the executive receives earlier coverage from another employer. Stock options for Mr. Hunter will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. The executive shall be entitled to these benefits also in the case of any adverse change in the scope of job responsibilities or reporting relationship, and, for Messrs. Churchill and Pontual, a change in the principal place of employment from New York, New York, in each case without the consent of the executive. In consideration of Mr. Hunter's noncompetition and confidentiality commitments, 12 months following the termination of his employment he will receive the sum of his base salary and target bonus valued at the date of termination of employment. In the event that the Company adopts a severance plan applicable to comparable executives that provides for payments or benefits that are more favorable to executives than the provisions of the employment agreements, then the executive will be entitled to the more favorable payments or benefits subject to the terms and conditions of such plan.

        If Mr. Palkovic's employment is terminated for any other reason, he is entitled to the greater of the total compensation due under his employment agreement or the total compensation due under his change in control severance agreement. Under the employment agreement, he is due (i) base salary through the date of termination, (ii) pro-rated annual cash incentive bonus for the calendar year in which employment is terminated, and (iii) all other benefits under his agreement had his employment not been terminated until the earlier of the end of the term of the agreement or coverage from

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another employer. We determined that the total compensation that would be due under Mr. Palkovic's change in control severance agreement exceeded the total compensation that would be due under his employment agreement. Stock options for Mr. Palkovic will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. RSUs would be payable under the terms of the RSU Program.

        Noncompetition and Confidentiality,    Each executive has agreed not to compete with the Company during the term of his employment agreement and for 12 months thereafter. Each executive has also agreed, during the term of his employment and for one year thereafter (two years for Mr. Palkovic), not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment. Further, each executive is required to maintain the confidentiality of certain information of the Company and not to use such information except for the benefit of the Company.