Attached files
| file | filename |
|---|---|
| EX-10.2 - 2012 CASH BONUS PLAN - DIRECTV | exhibit102_2012electedoffi.htm |
| EX-10.3 - 2012 STOCK OPTION GRANTS - DIRECTV | exhibit103_2012stockoption.htm |
| 8-K - 2012 BONUS ANNOUNCEMENT - DIRECTV | a2012bonusannoucement8k_02.htm |
Exhibit 10.1
2012-2014 Performance RSU Grant Overview
SVPs and Above
February 2012
This is a summary of the material terms and conditions of the 2012-2014 Performance RSU Grants. The full terms and conditions of the 2012-2014 Performance RSU Grants and The DIRECTV 2010 Stock Plan (the “Plan”) and Prospectus govern the awards. Capitalized terms not defined herein have the meaning assigned to them in the Plan.
TERM/CONCEPT | EXPLANATION | |||||
Company | DIRECTV and its Subsidiaries | |||||
Eligibility | Employees at the level of Senior Vice President and above; You must be hired or promoted by January 18, 2012 to: a) be eligible for a 2012-2014 grant for new hires or b) to be eligible for the increased target grant for promotions. | |||||
Awards | DIRECTV Restricted Stock Units (RSUs or Units); distributed in DIRECTV (DTV) common stock | |||||
Performance Period | 3-year Performance Period (Jan. 1, 2012 - Dec. 31, 2014) | |||||
Adjustment Factor | This factor is the percentage (0% to 150%) used at the end of the 3-year Performance Period to determine your shares earned based on the Company's performance to the Performance Measures listed below. It is the average of the three annual Performance Factors. | |||||
Performance Measures | • Each Performance Measure is determined as the percentage growth from the prior year-end DIRECTV consolidated results. | |||||
Performance Measure | Level of Performance | Performance Factor | Weight | |||
Annual Revenue Growth | 10% or more | 150% | 1/3 | |||
8% Target | 100% | |||||
4% or less | 0% | |||||
Annual Cash Flow Before Interest and Taxes (CFBIT) Growth | 25% or more | 200% | 1/3 | |||
13% Target | 100% | |||||
0% or less | 0% | |||||
Annual Net Income Growth | 12% or more | 200% | 1/3 | |||
7% Target | 100% | |||||
0% or less | 0% | |||||
Tranches | Each grant of 2012-2014 RSUs is divided into three tranches or pieces, with each tranche representing one-third of the RSUs assigned to each of the three performance years (2012, 2013 and 2014). All fractional shares in the resulting tranches are assigned to the third and final tranche, so that each tranche consists only of whole shares and the sum of the three tranches equals the original RSU grant. | |||||
Performance Determination | • At the end of each year, the Company assesses DIRECTV performance for each Performance Measure, weights the performance result for each Performance Measure, and sums the three weighted numbers, resulting in an annual Performance Factor per the chart above. | |||||
• At the end of the three years, the average of the three annual Performance Factors creates the Adjustment Factor (the percentage used to determine the final shares earned). The final Adjustment Factor is capped at 150%. | ||||||
TERM/CONCEPT | EXPLANATION |
Distribute Shares at the End of Three Years | • Within 60 days after the end of the Performance Period, the Company determines the Adjustment Factor. The Company will multiply the total number of RSUs granted by this factor to determine the number of shares to distribute. |
• After the Adjustment Factor is determined, the shares will be distributed to you (minus applicable tax withholding) and then are yours to sell or hold as you wish. | |
• Upon distribution, the shares will be directly deposited into an account in your name with the Company's stock plan recordkeeper (currently Morgan Stanley Smith Barney). Account and tax information will be distributed shortly thereafter. | |
Taxes | • Generally, your award is taxable at the time of distribution in the year in which you receive your shares of DTV common stock if the performance goals are met. |
• The applicable withholding taxes are due upon distribution, whether or not you sell your shares at that time. The Company will generally withhold shares of stock to satisfy the applicable tax withholdings, so you will receive shares net of tax withholdings. | |
• Please consult with your personal tax or financial advisor for specific information regarding the tax consequences of your award. | |
Continued Employment | Continued employment or Service through the end of the Performance Period is required as a condition of receiving your award and the rights and benefits under the Plan. Partial employment or Service, even if substantial, during the Performance Period will not entitle you to any proportionate award, or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or Service except as otherwise provided in the sections below. |
Impact of Termination | If you leave the Company for any reason within the first calendar year of the Performance Period, your award is forfeited. |
Resignation or Term for Cause | If you resign from the Company or are terminated for Cause at any time during the Performance Period (and for Cause, anytime prior to the distribution date), you forfeit all awards. |
• Term Without Cause (e.g., Layoff) • Retirement1 • Long-Term Disability or Death | • For terminations without Cause, Retirement, Long-Term Disability or Death, in addition to previously vested shares, you are eligible for a pro-rated award determined as the number of shares in the tranche for the year of termination of employment prorated by the number of months of Service during that year completed prior to the termination, including the month of termination, subject to Company performance. • Any vested shares will be distributed as soon as practicable in the year following the end of the Performance Period, except for termination due to death, when the vested shares will be distributed as soon as practicable after the Participant's death. |
Impact of Leave of Absence | Absence from work caused by military service, authorized sick leave, or other leave approved by the Company will not be considered a termination of employment or Service by the Company if reemployment upon the expiration of the leave is required by contract or law, or if the leave is for a period of not more than 90 days. The Company reserves the right to adjust grants for employees on leave in excess of 90 days. |
Recovery of Stock Awards | If the financial or operating results used to determine the payout of shares are subsequently restated or revised such that fewer shares would have been awarded using such restated or revised results, the Company will be entitled to recover those shares that should not have been awarded. See the policy statement in the 2011 Proxy Statement section “Compensation Discussion and Analysis.” |
1 Retirement means termination of employment at age 55 or older, with 5 or more years of Continuous Service as defined by the Pension Plan.