The DirecTV Group (DTV)

What are the policies regarding the adjustment or recovery of awards or payments if the performance measures upon which they are based are restated or adjusted in a manner that would reduce the size of an award or payment?

        If the Committee, in its discretion, determines that Section 304 of the Sarbanes-Oxley Act of 2002, or SOX, applies to any restatement of financial reports under securities laws, or that compensation may have been paid based on an incorrect statement of performance as measured under an incentive compensation or other program, the Committee will make the following determinations:

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Whether to seek reimbursement of compensation that exceeds what would have been paid had the misstatements not occurred,



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Which officers to pursue for such reimbursement,



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Whether to seek to obtain reimbursement of all or only a portion of the excess compensation,



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Whether additional actions are appropriate, including termination of employment of responsible executives.

        At this time, none of the employment agreements or outstanding incentive awards expressly permit the Company to obtain reimbursement of compensation previously paid to the named executive officers. However, all the outstanding performance-based share awards and bonuses permit downward adjustment, at the discretion of the Committee, at any time prior to issuance of the related shares or cash.