Exhibit 10.35
RETIREMENT AND RELEASE AGREEMENT
This Retirement and Release Agreement
(“Agreement”) is entered into as of December 2, 2004,
by and between The DIRECTV Group, Inc., a Delaware corporation
formerly named Hughes Electronics Corporation (the
“Company”) and Eddy Hartenstein
(“Executive”).
Recitals
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A.
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Executive is
Vice Chairman and a member of the Board of Directors of the Company
and also serves as director or officer of various subsidiaries of
the Company.
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B.
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Executive is a
party to various agreements with or plans of the Company,
including, without limitation, the employment letter agreement
dated as of January 1, 2004 (the “Employment
Agreement”) and the “Change in Control Agreement”
and “Retention Plan” (as such terms are defined in the
Employment Agreement).
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C.
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With the
Company’s consent, Executive is retiring from the Company,
effective on December 31, 2004. The Company and Executive are
entering into this Agreement to confirm the terms of
Executive’s retirement from the Company.
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Therefore, for good and valuable consideration
and the mutual covenants set forth herein, the Company and
Executive agree as follows:
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1.
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Termination
of Employment Agreement; Affirmation of Other
Agreements
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1.1
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The Company and
Executive mutually agree that Executive’s employment under
the Employment Agreement shall terminate as of the close of
business on December 31, 2004 (“Effective Time”). The
Company and Executive mutually acknowledge and agree that, however
his separation may be publicly characterized and regardless of any
resignation letter or other document which he may hereafter execute
at the request of the Company, he shall be entitled to the
Retention Bonus, payable in accordance with the Retention Plan, and
that his termination of employment shall be considered a
termination without “Cause” or for “Good
Reason” (as such terms are defined in the Change in Control
Agreement), effective at the Effective Time.
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1.2
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In settlement
of all amounts owing by the Company to Executive under Sections
2.2.b., 2.2.c., 2.3 and 2.4.b. of the Change in Control Agreement,
the Company shall pay Executive a lump sum cash payment of Twelve
Million Dollars ($12,000,000) subject to applicable withholding as
provided in Section 7 of the Change in Control Agreement
immediately at the Effective Time.
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1.3
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The Company
further agrees that it shall provide, or cause its subsidiaries to
provide, Executive continuation of DIRECTV ® service in the manner and on terms consistent
with the service he is presently receiving until Executive’s
death.
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1.4
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Except as
modified by this Agreement, all rights and obligations of the
parties under the Employment Agreement, the Change in Control
Agreement, the Retention Plan and other applicable plans of the
Company shall continue in accordance with the terms thereof as so
modified.
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2.
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General
Release and Waiver of Claims Upon Separation
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(a)
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In exchange for
the consideration set forth in the Change in Control Agreement, as
modified by this Agreement, Executive hereby acknowledges full and
complete satisfaction and hereby releases and forever
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