The DirecTV Group (DTV)

7. PERFORMANCE AND ALLOCATION OF THE FUND

A. Prior to the end of the first calendar quarter of the first year following the Performance Period, the CEO, with the approval of the Committee, will determine the extent to which Hughes met the Performance Targets for the Performance Period. Awards will be based on the level of Hughes’ achievement of the Performance Targets during the Performance Period. If an Employee’s individual performance does not meet Hughes’ expectations, the Employee will not be eligible for all or a portion of the Award as determined by the CEO in his sole discretion.

B. The percentage of the Award earned in relation to the level of performance will be:

C. At the beginning of the three-year Performance Period, the Committee shall select one or more indices of companies against which it will evaluate the Relative Total Shareholder Return of Hughes Common Stock. Total Shareholder Return for each company in each index, and for Hughes, shall be determined at the end of the Performance Period as a percentage (positive or negative) as follows: (i) divided by (ii), where

(ii) is equal to the closing stock price immediately prior to the start of the Performance Period.

The Relative Total Shareholder Return of Hughes Common Stock shall be expressed as a percentile, by comparing Hughes Common Stock’s Total Shareholder Return to the Total Shareholder Return of the companies in each index, ordered from highest to lowest by Total Shareholder Return. Hughes Relative Total Shareholder Return shall be the unweighted mean of the percentile of Hughes Common Stock’s Relative Shareholder Return derived respectively under each index of companies selected.

D. The Committee may elect not to approve the payout of the full amount of the Award, or may elect to approve an increase in the amount of the Award, if, in its judgment, events have occurred which have altered the basis on which the Performance Targets were established.

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