This excerpt taken from the DTV DEF 14A filed Apr 27, 2007.
Forward Looking Disclosures2007 Executive Officer Compensation
Incentive Plans. Cash flow was established as the 2007 performance target under the Bonus Plan.
Performance goals under the 2004 Stock Plan for the restricted stock units awarded for 2007 were set based on achievement of certain targets over the three-year performance period from January 1, 2007 through December 31, 2009. These goals are growth in revenue, growth in cash flow and growth in operating profit before depreciation and amortization, or OPBDA. The number of RSUs granted in 2007 was reduced to reflect the increase in stock price since the RSU grant table was established in 2004 and to generally restore the target long-term incentive opportunity levels to the values approved in 2004.
Amendments to 2004 Stock Plan and Executive Officer Cash Bonus Plan. Amendments for stockholders' approval to the Executive Officer Cash Bonus Plan and the 2004 Stock Plan were proposed in order to, among other things, provide additional flexibility in the design and administration of these incentive plans and to broaden the range of performance measures that may be used for the incentive plans. The proposed amendments are discussed further beginning on page 59.