The DirecTV Group (DTV)

Other Employment Agreements with Named Executive Officers

        We have entered into employment agreements with each of the other named executives. The material terms of these agreements are:

        Term.    The term of each agreement with Messrs. Churchill and Hunter is from January 1, 2007 through December 31, 2009. The term of Mr. Palkovic's agreement is from October 5, 2007 through December 31, 2010. The term of Mr. Doyle's agreement is October 30, 2008 through December 31, 2011.

        Base Salary.    The 2008 base salaries for the executives are shown in Supplementary Table 5 on page 26. Base salaries are subject to increase at the discretion of the Company, commensurate with the other senior executives of the Company, with the actual salary increase subject to the Committee's approval.

        Annual Cash Bonus.    The target bonus percentage of each officer's base salary for the applicable year is shown in Supplementary Table 5 on page 26. Each of these executive officers is eligible to receive an annual performance bonus, payable in cash, subject to the recommendation of the Chief Executive Officer and the Committee's approval in accordance with, and upon satisfaction of, the standards contained in the Bonus Plan.

        Restricted Stock Units.    The numbers of RSUs granted to the named executive officers, other than Mr. Carey, in 2008 are shown in 2008 Grants of Plan-Based Awards on page 43 and Supplementary Table 5 on page 26. The number of RSUs granted to each of these executive officers is determined annually and the RSUs will vest three years after grant, subject to the performance standards established at the time the RSUs are granted. Under the agreements, annual grants will be commensurate with the other senior executives of the Company and, at grant, are expected to have a fair market value at least equal to each executive's base salary.

        Noncompetition and Confidentiality.    Each executive officer has agreed not to compete with the Company during the term of his employment agreement and for 12 months thereafter. Each executive officer has also agreed not to induce or solicit any executive, professional or administrative employee of the Company or its affiliates to leave such employment during the term of his employment and for 12 months thereafter. Further, each executive officer 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.

        Termination.    The terms and conditions for compensation upon termination of employment are summarized in the section "Potential Payments upon Termination or Change in Control" beginning on page 53.

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Other Employment Agreements with Named Executive Officers

        The Company has entered into employment agreements with each of Messrs. Churchill, Hunter, Palkovic and Pontual as authorized by the Compensation Committee. The material terms of these agreements are summarized below:

        Term.    The term of each of the agreements with Messrs. Churchill, Hunter and Pontual is from January 1, 2004 through December 31, 2006. The term of the agreement with Mr. Palkovic is from March 19, 2005 through March 19, 2008.

        Base Salary.    Current (2006) base salaries for the executives are as follows: Mr. Churchill $1,024,000; Mr. Hunter $700,000; Mr. Pontual $750,000 and Mr. Palkovic $700,000. Base salaries are subject to increase at the discretion of the Company; Mr. Hunter's increase will be no less than the increase, if any, in the Consumer Price Index for the New York City area and Mr. Pontual's increases are established by his agreement.

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        Annual Cash Bonus.    Each of these executive officers is eligible to receive an annual performance bonus, payable in cash, with a target bonus of a specified percentage of such officer's base salary for the applicable year; 100% for Mr. Churchill; 65% for Mr. Hunter; 65% for Mr. Palkovic; and 50% for Mr. Pontual. The actual amount of this bonus will be determined annually based upon the recommendation of the Chief Executive Officer of the Company and subject to approval by the Compensation Committee in accordance with, and upon satisfaction of the standards contained in, the Company's Executive Officer Cash Bonus Plan.

        Restricted Stock Units.    The Compensation Committee authorized the grant of performance-based RSUs to these executive officers. The number of RSUs awarded to each is determined annually, and the RSUs will vest three years after grant, subject to the performance standards that are established by the Compensation Committee at the time the awards are granted. The performance standards for the 2004 RSU grant were the same as those established for Mr. Carey (but determined over three years rather than four years). The performance standards for the 2005 RSU grant are the same for all participants; the financial and operating metrics are the same as the 2004 RSU program, but the 2005 goals for most metrics are different from the 2004 goals.

        Termination.    If the executive's employment terminates due to his death or disability, such executive (or his estate or beneficiaries) is entitled to base salary and pro-rated annual cash bonus through the date of termination. Stock options for Messrs. Hunter and Palkovic will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the options. 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 all pending equity awards (RSUs and stock options) are forfeited.

        In the case of Mr. Churchill, if his employment is terminated for any other reason, he is entitled to base salary and target bonus through the end of the term of his agreement. Messrs. Hunter and Palkovic have certain separate severance arrangements as described below under "Change of Control Agreements with Executive Officers." Mr. Palkovic would receive the greater of (a) the value of the severance arrangements in his Change in Control Agreement or (b) base salary through the end of the term of his agreement and an annual target bonus pro rated through the date of termination. In the case of Mr. Pontual, if his employment is terminated for any other reason, he is entitled to base salary through the end of the term of his agreement and a pro rated target bonus for the year of termination. Stock options for Messrs. Hunter and Palkovic will continue to be exercisable until the earlier of the fifth anniversary of the termination date or the expiration date of the option.

        With respect to any unvested RSUs at the date of termination of employment of Messrs. Churchill, Hunter, Pontual and Palkovic, the following provisions apply unless other arrangements are approved by the Compensation Committee: (a) in the case of termination due to death or disability or without cause, RSUs will vest 33¹/3% for each full contract year, subject to downward adjustment by the Compensation Committee and payable as each RSU performance period ends and (b) in the case of termination for cause or voluntary termination by the employee, all RSUs will be forfeited.

        Noncompetition and Confidentiality.    Each executive has agreed not to compete with the Company during the term of his employment agreement and, in the case of Mr. Churchill, for 12 months thereafter. Each executive has also agreed, during the term of his employment and for two years thereafter, 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.

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