The DirecTV Group (DTV)

8. Timing and Manner of Distribution with Respect to Stock Units.

(a) Determination of Number of Vested Stock Units.

As soon as practicable after the Vesting Date or the Early Vesting Date, as applicable, the Committee shall (i) determine the level of performance that has been achieved with respect to each Performance Measure, (ii) determine the Performance Factor for each Performance Measure and (iii) multiply the five Performance Factors

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together to determine the Adjustment Factor (which shall not be greater than one (1)). If there has been positive Net Annual Subscriber Growth for the Performance Period, the Committee shall multiply the Adjustment Factor times the total number of Stock Units comprising this Award to determine the number of Stock Units that have become vested as of the Vesting Date or Early Vesting Date. Notwithstanding the foregoing, in the case of an Early Vesting Date, the number of vested Stock Units shall be the number determined under Section 7(a) or 7(b), whichever is applicable.

(b) Timing and Manner of Distribution.

As soon as administratively practicable following the determination by the Committee under Section 8(a) (or, if applicable, Section 7(a) or 7(b)), DIRECTV shall deliver to Executive the number of shares of Common Stock equal to the number of vested Stock Units subject to this Award (subject to Section 14 of the Plan and subject to Section 8(e) of this Agreement).

(c) Dividend Equivalents

If so authorized by the Committee pursuant to the Plan, as of the Vesting Date (or, if applicable, the Early Vesting Date) Executive shall be entitled to payment for Dividend Equivalents (if any) with respect to vested Stock Units. For purposes of this Agreement, “Dividend Equivalents” means the aggregate amount of dividends paid by DIRECTV on the number of shares of Common Stock equivalent to the number of Stock Units that become vested during the period from the beginning of Performance Period until the date the vested Stock Units are paid (without interest or other adjustments to reflect the time value of money but subject to adjustment pursuant to Section 14 of the Plan). Dividend Equivalents (if any) will be paid at the same time as the vested Stock Units to which they relate are paid. Dividend Equivalents shall be paid in shares of Common Stock, except as otherwise provided in Section 8(e). The number of shares of Common Stock payable as Dividend Equivalents will be determined by (i) determining the aggregate cash amount of the Dividend Equivalents payable and (ii) dividing such amount by the average Fair Market Value of a share of Common Stock for each of the twenty (20) trading days preceding the Vesting Date (or, if applicable, the Early Vesting Date).

(d) Termination of Stock Units.

To the extent that any Stock Units fail to vest as of the Vesting Date (or, if applicable, the Early Vesting Date), or if the Award has terminated pursuant to Section 7, such unvested Stock Units shall immediately terminate without payment. Executive shall have no further rights with respect to such terminated Stock Units.

(e) Payment of Cash in Lieu of Common Stock.

Notwithstanding anything in Section 8(b) and 8(c) to the contrary, the Committee, in its sole discretion, may elect to cause the Company to pay cash in an amount equal to the Fair Market Value of the vested Stock Units and/or Dividend Equivalents (if any), determined as of the date on which the shares of Common Stock would otherwise have been issued pursuant to Section 8(b) and 8(c) and payable within ten business days after such date.

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9. Adjustments Upon Specified Events. As provided in Section 14 of the Plan, upon the occurrence of certain events relating to or affecting the Common Stock as contemplated by Section 14 of the Plan, the Committee shall, in such manner, to such extent (if any) and at such times as it deems appropriate and equitable in the circumstances, make adjustments in the number of Stock Units and the number and type of shares of Common Stock (or other securities or property) that may be issued in respect of the Award or provide for a cash payment or the assumption, substitution or exchange of the Award or the shares of Common Stock or other securities subject to the Award, based upon the distribution or consideration payable to holders of Common Stock generally. All rights of Executive hereunder are subject to such adjustments and other provisions of the Plan.

10. Possible Early Termination of Award. As permitted by Section 14 of the Plan, and without limiting the authority of the Committee under any of the provisions of Section 14 of the Plan, the Committee retains the right to terminate all or any portion of the Award upon a dissolution of DIRECTV or a reorganization event or transaction in which DIRECTV does not survive (or does not survive as a public company in respect of its outstanding Common Stock). This Section 10 is not intended to prevent future vesting (including provision for future vesting) if the Award (or a substituted Award) remains outstanding following a transaction described in Section 14 of the Plan.

11. Leaves of Absence. Absence from work caused by military service, authorized sick leave or other leave approved in writing by DIRECTV or the Committee shall not be considered a termination of employment by DIRECTV for purposes of Section 7 only if reemployment upon the expiration of such leave is required by contract or law, or such leave is for a period of not more than 90 days.