The DirecTV Group (DTV)

8. PAYMENT OF AWARDS

A. No distribution of an Award shall be made to an Employee if his or her employment with Hughes is terminated for any reason whatsoever (with or without the approval of Hughes) within the first twelve months of the Performance Period. Except as provided in Section 8. G., each Award shall be distributed as additional compensation to the Participant as soon as administratively feasible after the determination in Section 7. A. is made, subject to the conditions precedent set forth in the Plan.

B. Notwithstanding anything to the contrary in this Plan, the payment of each Award shall be subject to the satisfaction by the Participant of the conditions precedent that the Participant: (i) continue to render services as an Employee of the Company unless waived as set forth herein, (ii) refrain from engaging in any activity which, in the opinion of the CEO, is competitive with any activity of Hughes or any of its subsidiaries, which shall be defined to include accepting employment or otherwise providing services outside of Hughes or any of its subsidiaries where it is reasonably determined by the Company, after considering the nature and extent of, and the geographical region and the duration of time from the Participant’s separation from employment, that the Participant would necessarily or inevitably disclose or utilize confidential or proprietary information (including trade secrets) in the employment or when providing the services, (iii) refrain from otherwise acting, either prior to or after termination of employment, in any manner which is in any way contrary to the best interests of Hughes or any of its subsidiaries, and (iv) furnish to the CEO such information with respect to the satisfaction of the foregoing conditions precedent as the CEO shall reasonably request. If the Participant has failed to satisfy any of the foregoing conditions precedent, all Awards granted under the Plan to such Participant shall be immediately canceled and forfeited, and the Participant shall not be entitled to receive any consideration in respect to such cancellation and forfeiture.

C. The requirement in Section 8. B. that a Participant continue to render services as an Employee of the Company shall be automatically waived with respect to any Award under the Plan (which Award shall be reduced as hereinafter provided) if the Employee’s employment with the Company is terminated with the approval of the CEO, or by reason of death, layoff, Disability or Retirement, provided such termination of employment was not within the first twelve months of the Performance Period. In the event Section 8 B. (i) is waived as a result of any such termination, payment of the Award shall continue to be subject to the satisfaction of the other conditions precedent set forth in Section 8. B. Any such Award shall be reduced to reflect the actual number of full months worked during the Performance Period. The reduced Award for such Employee shall be calculated by multiplying the Award determined in accordance with the provisions of Article 7 by a fraction, the numerator of which is the number of full months actually worked during the Performance Period and the denominator of which is 36. An unpaid leave of absence of greater than 30 days determined in accordance with procedures established by the Company shall not be deemed to be a termination of employment. The Employee’s Award, however, will be adjusted in accordance with the above formula, except that the numerator will be the actual number of full months during the Performance Period which the Employee was being paid a salary through a Hughes payroll system. Payments adjusted under this Section 8. C. shall be distributed to the Employee or former Employee at the same time as Awards under the Plan are distributed to active Participants.

D. Except as set forth in Section 8. C., Awards will be forfeited upon any termination of employment occurring prior to the distribution of the Award without the prior approval of the CEO. An Employee who terminates his or her employment with the Company after obtaining such approval will receive his or her prorata share in accordance with this Article 8.

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E. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure of Hughes affecting the Stock, such adjustment shall be made in the class and the aggregate number of shares of Stock or other property which may be delivered under the Plan (provided the number of shares of any class after the adjustment shall always be a whole number), as may be determined to be appropriate by the Committee.

F. Awards under the Plan may not be assigned, alienated, transferred, pledged or otherwise encumbered.

G. An eligible participant in the Hughes Electronics Corporation Executive Deferred Compensation Plan effective September 1, 1998 (the “Deferred Compensation Plan”) may elect to defer receipt of a portion or the total amount of an Award hereunder in accordance with the terms of the Deferred Compensation Plan. Payment of any Award that has been timely deferred will be governed by the Participant’s election under and pursuant to the terms of the Deferred Compensation Plan.