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DTV > SEC Filings for DTV > Form 8-K on 26-Mar-2009All Recent SEC Filings

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Form 8-K for DIRECTV GROUP INC


26-Mar-2009

Other Events


ITEM 8.01. OTHER EVENTS

Chase Carey, President and Chief Executive Officer of The DIRECTV Group, Inc., has entered into a written Rule 10b5-1 trading plan to exercise up to 764,296 options that are scheduled to expire in 2009 and to sell the stock acquired through the exercise of such options, assuming certain price targets are reached (the "Rule 10b5-1 Plan"). The Rule 10b5-1 Plan, which is effective on March 26, 2009, was executed on March 12, 2006, during the open window for trading by directors and elected officers, as established by the Company pursuant to its procedures following the issuance of its earnings release for the fourth quarter and year ended December 31, 2008.

The terms and conditions of the Rule 10b5-1 Plan are in accordance with the policies of the Company and guidelines specified by the U.S. Securities and Exchange Commission's Rule 10b5-1, and such Rule 10b5-1 Plan was reviewed and approved by the General Counsel of the Company prior to its execution. The purpose of the Rule 10b5-1 Plan is to provide Mr. Carey with the ability to exercise his expiring options and sell the underlying Company common stock in an orderly manner and avoid concerns about the timing of the transactions. Pursuant to the Rule 10b5-1 Plan, Mr. Carey retains no discretion over sales under the Rule 10b5-1 Plan and trades are executed through a broker in accordance with the terms of the Rule 10b5-1 Plan at later dates and without regard to any subsequent material non-public information that Mr. Carey may receive. However, Mr. Carey may terminate the Rule 10b5-1 Plan and may also exercise his options and sell the underlying Company common stock during open windows for trading by directors and elected officers, subject to the insider trading policies of the Company and applicable law.

Exercise of the options and sales of stock pursuant to the Rule 10b5-1 Plan may commence March 26, 2009 and will continue under the terms and conditions of the Rule 10b5-1 Plan until termination of such plan or until all the options are exercised and the acquired stock is sold or until the options expire (September 6, 2009 as to 202,314 of the options and November 15, 2009, as to 561,982 of the options), whichever first occurs. All these options are exercisable at $15.69 per share, the fair market value on the date of grant. Acquisition of stock through exercise of the options and the sale of such stock will be reported through Form 4 filings with the U. S. Securities and Exchange Commission.

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