EXHIBIT 10.1
This letter
agreement (“Agreement”) provides the terms of your
employment with The DIRECTV Group, Inc. (the
“Company”).
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(a) The Company
hereby employs you for a period commencing as of the date hereof
and ending on December 31, 2011 (the
“Term”).
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(b) If you
continue in the employ of the Company after the end of the Term and
an extension of your employment has not been negotiated, your
employment shall be on an at-will basis at the weekly salary rate
paid during your last regular pay period hereunder and shall
otherwise be in accordance with this Agreement and the provisions
of such policies of the Company as are then in effect for
comparable executives of the Company.
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(a) For your
services hereunder the Company will, on regular pay dates as then
in effect under applicable Company policy, pay you your current
base salary through December 31, 2008 and a base salary at the rate
of $600,000 per annum effective January 1, 2009. Such
base salary shall be subject to annual increase for each calendar
year beginning on or after January 1, 2010, with such annual
increase to be generally commensurate with other senior executives
of the Company and with the actual salary increase for any year to
be subject to the approval of the Compensation Committee of the
Board of Directors of the Company (“Committee”) if
required under applicable Company policies.
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(b) Subject to
approval by the Committee if required under applicable Company
policies, for each calendar year during the Term, (i) an annual
target cash bonus (“Target Bonus”), set as a percentage
of your then current salary, will be established and provided to
you in writing prior to the end of the first quarter of such year,
and (ii) you shall receive at the time annual bonuses are paid for
the prior year pursuant to applicable Company policy, payment of
your annual cash bonus based on your Target Bonus for such prior
year and your achievement of certain targets established by the
Chief Executive Officer of the Company. The Target Bonus
shall be appropriate to your position in the Company and generally
commensurate with the target bonus of other senior executives of
the Company, taking into account your role in the Company as
compared to such other senior executives.
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(c) Subject to
approval by the Committee if required under applicable Company
policies, you shall also receive equity compensation, (e.g.,
options or restricted stock units) appropriate to your position in
the Company and generally commensurate with grants to other senior
executives of the Company, taking into account your role in the
Company as compared to such other senior executives. In
any event, under current circumstances, your annual grant of equity
compensation is expected to have a fair market value at least equal
to your base salary.
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(d) You shall
receive vacation and other perquisites and all other benefits
generally commensurate with comparable executives of the
Company.
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(a) You shall
serve as Executive Vice President and Chief Financial Officer,
reporting directly to the President and Chief Executive Officer of
the Company. You shall be based in El Segundo,
California, subject to such travel as the rendering of services
hereunder may require.
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(b) If you are
elected a member of the Board of Directors or to any other office
of the Company or any of its affiliates, you agree to serve in such
capacity or capacities without additional compensation, unless
additional compensation or benefits are paid to comparable
executives.
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(c) You hereby
accept such employment and agree to devote your full time and
attention as necessary to fulfill all of the duties of your
employment hereunder.
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(a)
Notwithstanding anything to the contrary contained in paragraph 1
(a) above, this Agreement may be terminated by the Company for
cause if:
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you are
convicted of, or plead guilty or nolo contendere to a
felony;
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you engage in
conduct that constitutes continued willful neglect or willful
misconduct in carrying out your duties under this Agreement,
resulting, in either case, in economic harm to or damage to the
reputation of the Company or any of its affiliates; or
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you breach any
material affirmative or negative covenant or undertaking hereunder,
which breach is not substantially cured within fifteen days after
written notice to you specifying such breach.
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If you are
terminated for cause, you shall be entitled only to payment of your
base salary and accrued vacation pay (if any) through the date of
termination of your employment for cause.
(b) If your
employment is terminated due to death, your estate or
beneficiaries, as the case may be, shall be entitled to:
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payment of base
salary through the date of termination;
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payment of the
pro-rated portion of the annual bonus that you received for the
fiscal year immediately preceding the date of termination;
and
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other or
additional benefits in accordance with applicable plans and
programs of the Company.
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(c) If your
employment is terminated due to disability (as defined below), you
shall be entitled to the following (but in no event less than the
benefits due to you under the then current disability program of
the Company):
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payment of base
salary through the date of termination;
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payment of the
pro-rated portion of the annual bonus that you received for the
fiscal year immediately preceding the date of
termination;
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until the
earlier of the end of such disability and the end of the Term,
continued participation in medical, dental, hospitalization and
life insurance coverage and in all other employee plans and
programs in which you were participating on the date of
termination; and
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other or
additional benefits in accordance with applicable plans and
programs of the Company.
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For purposes of
this Agreement, “disability” shall mean your inability
to substantially perform y
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