The DirecTV Group (DTV)

How are specific forms of compensation structured and implemented to reflect the named executive officer's individual performance and/or individual contribution?

        The performance measures apply to all plan participants as a group, that is, no performance goal has been assigned to an individual. Individual performance is a factor in the Committee's exercise of discretion with respect to each executive officer's annual bonus, although the final bonus generally reflects overall Company performance and performance of the executive officers as a group, rather than individual performance. The Committee also evaluates Company and individual achievements and shortfalls beyond the specific performance measures. The Committee does this in order to determine whether the payouts from the incentive plans are appropriate or require downward adjustment.

        The Committee has not increased any final incentive award above the maximum amount provided for in the relevant plan or award, based in part on consideration of applicable tax consequences. However, the Committee retains the authority to determine that the formula-based amount does not adequately reflect actual achievement and may approve an additional payout separate from the incentive plan to reward such an achievement. Typically, the Committee exercises its discretion to decrease the compensation which could be paid under the annual bonus plan, and the exercise of discretion to reduce an annual bonus from the formula-based maximum value applies to all participants in the plan, resulting in final bonuses that are generally a similar percentage above or below the original target bonus amount with modest variations due to individual performance. Individual performance can be a factor in the Committee's exercise of its discretion to reduce a long-term stock award below the formula-based value, however, to date, the Committee has not done so.