The DirecTV Group (DTV)

What are the policies regarding the recovery of awards or payments?

        As part of its regular review of governance issues, the Committee reviews its practices and guidelines concerning the recovery of performance-based compensation from executives and employees. After discussing reports from the Consultant in 2008 and 2009, the Committee updated its prior practice and adopted the following policy in 2009:

        "In addition to any other remedies available to the Company, (i) if any of the financial or operating results of the Company is restated or otherwise adjusted, and (ii) after taking any such restatement or adjustment into account, the amount of any bonus or equity award paid within the preceding three years would have been reduced, then the Company may require any of its employees or former employees designated at least executive vice president of the Company or any of its subsidiaries to return to the Company all or any portion of the bonus or equity award in excess of the amount which would have been paid after taking into account such restatement or adjustment.

        The Committee will determine whether to require any present or former elected officers to return any such amounts and may also direct the officers to seek recovery from other present or former employees. In making such determinations, the Committee may consider such factors as it considers appropriate under the circumstances, including the reasons for, and persons responsible for, any such restatements or other adjustment, the amount of the excess bonus or equity award resulting from such restatement or other adjustment, the risks, costs and benefits associated with pursuing the recovery of such excess amount, other actions the Company or third parties may take, or may have taken, with respect to the person(s) who was responsible for the misstatement, and any other legal or other facts or circumstances the Committee considers appropriate."

        Effective with incentive awards (bonuses and RSUs) granted in 2009, the terms and conditions of each grant refer to this updated policy on the recovery of compensation. At this time, none of the employment agreements or previously granted incentive awards expressly permit the Company to obtain reimbursement of compensation previously paid to the named executive officer. 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.