This excerpt taken from the DTV DEF 14A filed Apr 21, 2008.
Values of Potential Payments upon Termination of Employment as of December 31, 2007
Potential payments upon termination of employment in the following discussion were calculated under the terms and conditions of each executive's employment agreement. If not specifically addressed in the employment agreement, then payments were determined under the terms and conditions of each of the separate compensation and benefit plan documents. All payments are subject to Sections 162(m) and 409A of the Code, as each applies to compensation payable upon and following a termination of employment of each of the named executive officers.
Benefit amounts payable from health and welfare plans and the 401K plan that are generally available to all employees have been excluded from the following discussion. For termination for cause, excess savings plan values are assumed to be derived from the executive's own savings contributions and would likely remain payable, while excess pension values are assumed to be entirely derived from Company contributions and would likely be forfeited. Benefits payable from the pension plans are shown on the 2007 Pension Benefits Table on page 48 and savings account balances other than the 401K plan are shown in the 2007 Non-Qualified Deferred Compensation Table on page 51. For voluntary termination, unexercised stock options are cancelled immediately following the date of voluntary termination of employment. Therefore, we assume that if vested stock options held by Messrs. Carey, Doyle, Palkovic or Hunter are "in the money," that is, the market price of the stock was greater than the exercise price of the stock option, then the executive would exercise the vested stock options on the last day of employment. Stock Option and RSU values are in the 2007 Outstanding Equity Awards at Fiscal Year-End Table on page 46. Bonuses and RSUs paid for performance periods ending December 31, 2007, are shown in the 2007 Summary Compensation Table on page 37 and the 2007 Option Exercises and Stock Vested Table on page 48. All amounts would be payable in a lump sum except Mr. Carey has made an election to convert the Excess Pension Plan value to 60 monthly payments; Mr. Doyle has made an election to convert the Excess Pension Plan value to 60 monthly payments and the Excess Savings Plan value to five annual payments; and Mr. Hunter has made an election to convert the Excess Savings Plan value to five annual payments.
2007) and the 2007 RSUs would vest (valued at $9,916,168 at December 31, 2007), subject to Section 162(m) of the Code.