DIRECTV 2009 Annual Report Download - page 123

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DIRECTV
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(continued)
Note 15: Share-Based Payment
As a result of the Liberty Transaction completed on November 19, 2009, DIRECTV assumed share
based payment awards granted under plans of both the DIRECTV Group and LEI. See Note 3 for
additional information regarding the Liberty Transaction.
Under The DIRECTV Group, Inc. Amended and Restated 2004 Stock Plan, or the DIRECTV
Plan, as approved by DIRECTV Group stockholders on June 5, 2007, shares, rights or options to
acquire up to 21 million shares of common stock plus the number of shares that were granted under a
former plan but which, after December 22, 2003 are forfeited, expire or are cancelled without the
delivery of shares of common stock or otherwise result in the return of such shares to us, were
authorized for grant through June 4, 2017, subject to the approval of the Compensation Committee of
our Board of Directors.
As part of the Liberty Transaction on November 19, 2009, we assumed the Liberty Entertainment
Transitional Stock Plan, or the LEI Plan. Under the LEI Plan, we assumed 16.7 million stock options
and stock appreciation rights, or SARs, and issued 1.1 million shares of Class A common stock to
holders of restricted stock units issued under the LEI Plan. We are authorized to issue shares, rights or
options to acquire up to 21 million shares of common stock under the LEI Plan. Equity instruments
from the LEI Plan that are forfeited, expire or are cancelled without the delivery of shares of common
stock or otherwise result in the return of such shares to us will be authorized for grant subject to the
approval of the Compensation Committee of our Board of Directors.
Under both the DIRECTV Plan and the LEI Plan, we issue new shares of our Class A common
stock when restricted stock units are earned and when stock options are exercised.
Restricted Stock Units
The Compensation Committee has granted restricted stock units under our stock plans to certain
of our employees and executives. Annual awards are mostly performance-based, with final payments in
shares of our Class A common stock. Final payment can be reduced from the target award amounts
based on our company’s performance over a three year performance period in comparison with
pre-established targets. We determine the fair value of restricted stock units based on the closing stock
price of our Class A common shares on the date of grant.
Changes in the status of outstanding restricted stock units were as follows:
Weighted-Average
Grant-Date
Stock Units Fair Value
Nonvested at January 1, 2009 ................................. 7,697,440 $20.25
Granted ................................................ 2,982,031 21.57
Vested and Distributed ..................................... (2,535,130) 13.78
Forfeited ................................................ (679,628) 22.10
Nonvested at December 31, 2009 .............................. 7,464,713 22.80
The weighted average grant-date fair value of restricted stock units granted during the year ended
December 31, 2008 was $23.19. The weighted average grant-date fair value of restricted stock units
granted during the year ended December 31, 2007 was $23.69.
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