DIRECTV 2004 Annual Report Download - page 101

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THE DIRECTV GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (continued)
GM Class H common stock was a “tracking stock” of GM designed to provide holders with financial returns based on the
financial performance of our company. Holders of GM Class H common stock had no direct rights in the equity or assets of the
Company, but rather had rights in the equity and assets of GM (which included 100% of the stock of the Company).
The following table sets forth comparative information regarding common shares outstanding based on the number of our
common shares outstanding beginning on December 23, 2003 and the number of shares in the GM Class H Dividend Base prior
to December 23, 2003:
2004
2003
2002
(Shares in Millions)
Common shares outstanding at January 1
1,383.6
1,381.9
1,301.1
Increase for conversion of GM Series H preference stock
—
—
80.1
Increase for stock options exercised and other
2.2
1.7
0.7
Common shares outstanding at December 31
1,385.8
1,383.6
1,381.9
Weighted average number of common shares outstanding
1,384.8
1,382.5
1,343.1
Note 14: Incentive Plans
Under The DIRECTV Group, Inc. 2004 Stock Plan, or the 2004 Plan, as approved by our stockholders on June 2, 2004, shares,
rights or options to acquire up to 21 million shares of common stock on a cumulative basis were authorized for grant through
March 16, 2014, subject to Compensation Committee approval.
In connection with the News Corporation transactions, on December 22, 2003, we converted all 91.2 million outstanding GM
Class H common stock options and 3.6 million restricted stock units, issued under the former Hughes Electronics Corporation
Incentive Plan, or the HEC Plan, to our common stock options and restricted stock units on a one-for-one basis with identical
terms. Also, vesting accelerated for 11.5 million stock options because the News Corporation transactions represented a
qualifying change-in-control. The information presented below is based on the GM Class H common stock options outstanding
through December 22, 2003, and our common stock options and restricted stock units thereafter.
The exercise price of the options granted under the 2004 Plan and the HEC Plan is equal to at least 100% of the fair market
value of the common stock on the date we granted the options. These nonqualified options generally vest over one to five years,
vest immediately in the event of certain transactions, expire ten years from date of grant and are subject to earlier termination
under certain conditions.
92