The DirecTV Group (DTV)

What are the factors considered in decisions to increase or decrease compensation materially?

        In evaluating changes in total direct compensation from year to year, the Committee typically avoids material changes in an individual named executive officer's compensation opportunity unless there is a significant change in the executive's organizational responsibility or individual performance. Also, in the case of individual named executive officers with employment agreements, the Committee evaluates whether significant changes should be made at or prior to the expiration of such agreements.

        When setting each year's compensation targets for the executives, the Committee also reviews prior bonuses and stock awards, which represent compensation for past achievements, and recent stock option exercises for each named executive officer. The Committee does not limit current bonus opportunities or long-term incentive opportunities based on previously awarded and accumulated compensation because it believes that an executive's incentive compensation should be linked to current and future performance and not based on or limited by accumulated compensation and incentive awards for past achievements.

        The Committee also reviews accumulated employee benefit values, but has not limited the value of employee benefit programs based on previously accumulated compensation. Employee benefit programs are intended to be a modest part of an executive's total compensation and these programs are generally provided to the executives on the same basis as all other employees.

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What are the factors considered in decisions to increase or decrease compensation materially?

        In evaluating changes in total direct compensation from year to year, the Committee typically avoids material changes in an individual executive's compensation opportunity unless there is a significant change in the executive's organizational responsibility or individual performance. Also, in the case of individual executives with employment agreements, the Committee evaluates whether significant changes should be made at or prior to the expiration of such agreements.