These excerpts taken from the DTV 10-K filed Mar 1, 2005.
Therefore, for good and valuable consideration and the mutual covenants set forth herein, the parties hereto agree as follows:
Base Compensation means $943,048.
an amount equal to $518,000.
the Company shall issue to Executive that number of shares of its common stock, $.01 par value (Shares), which is equal to the sum of (i) 3,790 Shares, plus (ii) 15,540 Shares multiplied by a fraction, the numerator of which is the number of days elapsed from January 1, 2002 to the Merger Effective Time and the denominator of which is 1,096, plus (iii) 27,000 Shares multiplied by a fraction, the numerator of which is the number of days elapsed from January 1, 2003 to the Merger Effective Time and the denominator of which is 1,096; provided, however, that instead of issuing such Shares, the Company, at its option, may instead pay the cash equivalent amount, determined using the fair market value (mean of the highest and lowest sales prices reported on the New York Stock Exchange) of the Shares on the date of termination; and
d. all Company stock options held by the Executive, other than stock options granted on June 22, 2001 (the June 22 Options), shall become fully vested and shall remain exercisable in accordance with the Hughes Electronics Corporation Incentive Plan (Plan) and, in the case of the June 22 Options, such June 22 Options will continue to vest in accordance with their terms. In addition, as provided in paragraph 7(c)(iii) of the Plan, the
June 22 Options shall terminate on the fifth anniversary of the date of termination of Executives employment, subject to the rules set forth in such paragraph of the Plan.
As affected by this Agreement, the Retention Plan and Severance Agreement are each ratified and confirmed and shall remain in effect in accordance with the terms thereof as so affected.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date and year first above written.