March 24, 2010

Dear Shareholder:

It is a pleasure for me to extend to you an invitation to attend the 2010 Annual Meeting of Shareholders of DISH Network Corporation. The Annual Meeting will be held on May 3, 2010, at 1:00 p.m., local time, at DISH Network’s headquarters located at 9601 S. Meridian Blvd., Englewood, Colorado 80112.

The enclosed Notice of 2010 Annual Meeting of Shareholders and Proxy Statement describe the proposals to be considered and voted upon at the Annual Meeting. During the Annual Meeting, we will also review DISH Network’s operations and other items of general interest regarding the corporation.

We hope that all shareholders will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting personally, it is important that you be represented. To ensure that your vote will be received and counted, please vote electronically via the Internet, mail or telephone, by following the instructions included with your proxy card.

On behalf of the Board of Directors and senior management, I would like to express our appreciation for your support and interest in DISH Network. I look forward to seeing you at the Annual Meeting.

Charles W. Ergen
Chairman, President and Chief Executive Officer

NOTICE OF 2010 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of DISH Network Corporation:

The Annual Meeting of Shareholders of DISH Network Corporation will be held on May 3, 2010, at 1:00 p.m., local time, at our headquarters located at 9601 S. Meridian Blvd., Englewood, Colorado 80112, to consider and vote upon:

	1.		The election of eight directors to our Board of Directors;
	2.		The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010; and
	3.		Any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You may vote on these matters in person or by proxy. Whether or not you plan to attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the meeting in accordance with your wishes:

	•		Vote electronically through the Internet or by telephone, by following the instructions included with your proxy card; or
	•		Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

Only shareholders of record at the close of business on March 8, 2010 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment of the meeting. We anticipate first mailing our proxy statement and proxy card on or about March 24, 2010.

By Order of the Board of Directors

R. STANTON DODGE
Executive VicePresident, General Counsel
and Secretary

March 24, 2010

9601 S. Meridian Blvd. • Englewood, Colorado 80112 • Tel: (303) 723-1000 • Fax: (303) 723-1999

PROXY STATEMENT
OF
DISH NETWORK CORPORATION

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card are being furnished to you in connection with the 2010 Annual Meeting of Shareholders (the “Annual Meeting”) of DISH Network Corporation (“DISH Network,” “we,” “us,” “our” or the “Corporation”). The Annual Meeting will be held on May 3, 2010, at 1:00 p.m., local time, at our headquarters located at 9601 S. Meridian Blvd., Englewood, Colorado 80112.

This Proxy Statement is being sent or provided on or about March 24, 2010, to holders of record at the close of business on March 8, 2010 of our Class A Common Stock (the “Class A Shares”) and Class B Common Stock (the “Class B Shares”).

Your proxy is being solicited by our Board of Directors (the “Board” or “Board of Directors”). It may be revoked by written notice given to our Secretary at our headquarters at any time before being voted. You may also revoke your proxy by submitting a proxy with a later date or by voting in person at the Annual Meeting. To vote electronically through the Internet or by telephone, please refer to the instructions included with the proxy card. To vote by mail, please complete the accompanying proxy card and return it to us as instructed in the proxy card. Votes submitted electronically through the Internet or by telephone or mail must be received by 11:59 p.m., Eastern Time, on May 2, 2010. Submitting your vote electronically through the Internet or by telephone or mail will not affect your right to vote in person, if you choose to do so. Proxies that are properly delivered to us and not revoked before the closing of the polls during the Annual Meeting will be voted for the proposals described in this Proxy Statement in accordance with the instructions set forth on the proxy card. The Board is currently not aware of any matters proposed to be presented at the Annual Meeting other than the election of eight directors and the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010. If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy card will have discretionary authority to vote on that matter in accordance with their best judgment. Your presence at the Annual Meeting does not of itself revoke your proxy.

Attendance at the Meeting

All of our shareholders of record at the close of business on March 8, 2010, or their duly appointed proxies, may attend the Annual Meeting. Seating is limited, however, and admission to the Annual Meeting will be on a first-come, first-served basis. Registration and seating will begin at 12:30 p.m., local time, and the Annual Meeting will begin at 1:00 p.m., local time. Each shareholder may be asked to present an admission ticket, which is attached to the accompanying proxy card, together with a valid government issued photo identification confirming their identity as a shareholder of record, such as a driver’s license or passport. Cameras, recording devices, and other electronic devices will not be permitted at the Annual Meeting.

If your shares are held by a broker, bank, or other nominee (often referred to as holding in “street name”) and you desire to attend the Annual Meeting, you will need to bring a legal proxy or a copy of a brokerage or bank statement reflecting your share ownership as of the record date, March 8, 2010. All shareholders must check in at the registration desk at the Annual Meeting.

Securities Entitled to Vote

Only shareholders of record at the close of business on March 8, 2010 are entitled to notice of the Annual Meeting. Such shareholders may vote shares held by them at the close of business on March 8, 2010 at the Annual Meeting. At the close of business on March 8, 2010, 207,959,630 Class A Shares and 238,435,208 Class B Shares were outstanding. Each of the Class A Shares is entitled to one vote per share on each proposal to be considered by our shareholders. Each of the Class B Shares is entitled to ten votes per share on each proposal to be considered by our shareholders.

Vote Required

In accordance with our Amended and Restated Articles of Incorporation (our “Articles of Incorporation”), the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total voting power of all classes of our voting stock taken together shall constitute a quorum for the transaction of business at the Annual Meeting.

The affirmative vote of a plurality of the total votes cast for directors at the Annual Meeting is necessary to elect a director. No cumulative voting is permitted. The eight nominees receiving the highest number of votes cast “for” will be elected.

The affirmative vote of a majority of the voting power represented at the Annual Meeting is required to approve the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. The total number of votes cast “for” will be counted for purposes of determining whether sufficient affirmative votes have been cast to approve the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

Abstentions from voting on a proposal by a shareholder at the Annual Meeting, as well as broker nonvotes, will be considered for purposes of determining the number of total votes present at the Annual Meeting. Abstentions will have the same effect as votes “against” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. However, abstentions will not be counted as “against” or “for” the election of directors. Broker nonvotes will not be considered in determining the election of directors or the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

Charles W. Ergen, our Chairman, President and Chief Executive Officer, currently possesses approximately 83.5% of the total voting power. Please see “Equity Security Ownership” below. Mr. Ergen has indicated his intention to vote: (1) for the election of each of the eight director nominees, and (2) for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. Accordingly, the election of each of the director nominees and the ratification of the appointment of KPMG LLP as our independent registered public accounting firm are assured notwithstanding a negative vote by any or all shareholders other than Mr. Ergen.

Householding

We have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding.” Under this procedure, service providers that deliver our communications to shareholders may deliver a single copy of our Annual Report and Proxy Statement to multiple shareholders sharing the same address, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. Shareholders who participate in householding will continue to receive separate proxy cards. This householding procedure will reduce our printing costs and postage fees.

We will deliver promptly upon written or oral request a separate copy of our Annual Report or Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. Please notify our transfer agent at the address provided below to receive a separate copy of our Annual Report or Proxy Statement.

If you are eligible for householding, but you and other shareholders with whom you share an address currently receive multiple copies of our annual reports and/or proxy statements, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of our Annual Report or Proxy Statement for your household, please contact our transfer agent, Computershare Investor Services, at 250 Royall Street, Canton, Massachusetts 02021, telephone number 877-437-8901.

Our Mailing Address

Our mailing address is 9601 S. Meridian Blvd., Englewood, Colorado 80112.

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

Nominees

Our shareholders will elect a board of eight directors at the Annual Meeting. Each of the directors is expected to hold office until the next annual meeting of our shareholders or until his or her respective successor shall be duly elected and qualified. The affirmative vote of a plurality of the total votes cast for directors is necessary to elect a director. This means that the eight nominees who receive the most votes will be elected to the eight open directorships even if they get less than a majority of the votes cast. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve the entire term if elected. If at the time of the meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (ii) the Board of Directors may, in accordance with our bylaws, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified. The Nominating Committee knows of no reason why any of the nominees will be unable to serve.

The nominees for director are as follows:

Name		Age		First Became Director		Position with the Company
James DeFranco		57		1980		Director and Executive Vice President
Cantey Ergen		54		2001		Director and Employee
Charles W. Ergen		57		1980		Chairman of the Board of Directors,
						President and Chief Executive Officer
Steven R. Goodbarn		52		2002		Director
Gary S. Howard		59		2005		Director
David K. Moskowitz		51		1998		Director and Senior Advisor
Tom A. Ortolf		59		2005		Director
Carl E. Vogel		52		2005		Director and Senior Advisor

The following sets forth the business experience of each of the nominees over the last five years:

James DeFranco. Mr. DeFranco is one of our Executive Vice Presidents and has been one of our vice presidents and a member of the Board since our formation. During the past five years he has held various executive officer and director positions with our subsidiaries. Mr. DeFranco co-founded DISH Network with Charles W. Ergen and Cantey Ergen in 1980. Mr. DeFranco’s qualifications to serve on our Board include his experience discussed above as well as, among other things, his other roles with us since 1980.

Cantey Ergen. Mrs. Ergen has served on the Board since May 2001 and has had a variety of operational responsibilities with us over the past 30 years. Mrs. Ergen has served on the board of directors of The Children’s Hospital of Denver since 2001 and served on the board of trustees of The Children’s Hospital Foundation of Denver from 1999 to 2001. Mrs. Ergen co-founded DISH Network with her husband, Charles W. Ergen, and James DeFranco in 1980. Mrs. Ergen’s qualifications to serve on our Board include her experience discussed above especially, among other things, her role as our co-founder.

Charles W. Ergen. Mr. Ergen serves as our Chairman, President and Chief Executive Officer. Mr. Ergen has been Chairman and Chief Executive Officer of DISH Network since its formation and, during the past five years, has held various executive officer and director positions with DISH Network and our subsidiaries including the position of President from time to time. Most recently, Mr. Ergen has served as our President since February 2008. Mr. Ergen, along with his wife, Cantey Ergen, and James DeFranco, was a co-founder of DISH Network in 1980. Mr. Ergen also serves as Chairman of EchoStar Corporation (“EchoStar”) and served as Chief Executive Officer of EchoStar from its formation in 2007 until November 2009. Mr. Ergen also served as EchoStar’s President from June 2008 until November 2009. On January 1, 2008, we completed the spin-off of EchoStar (the “Spin-off”), which was previously our subsidiary. Mr. Ergen’s qualifications to serve on our Board include his experience discussed above especially, among other things, his roles as our co-founder and controlling shareholder.

Steven R. Goodbarn. Mr. Goodbarn joined the Board in December 2002 and is a member of our Executive Compensation Committee, Nominating Committee, and Audit Committee, where he serves as our “audit committee financial expert.” Since July 2002, Mr. Goodbarn has served as director, president and chief executive officer of Secure64 Software Corporation, a company he co-founded. Mr. Goodbarn was chief financial officer of Janus Capital Corporation from 1992 until late 2000. During that time, he was a member of the executive committee and served on the board of directors of many Janus corporate and investment entities. Mr. Goodbarn is a CPA and spent 12 years at Price Waterhouse prior to joining Janus. The Board has determined that Mr. Goodbarn meets the independence and “audit committee financial expert” requirements of NASDAQ and SEC rules and regulations. Mr. Goodbarn served as a member of the board of directors of EchoStar, and as a member of its Executive Compensation Committee, Nominating Committee, and Audit Committee from its inception in October 2007 until November 2008. Mr. Goodbarn’s qualifications to serve on our Board include his experience discussed above especially, among other things, his service at Janus Capital Corporation and with us as a Director.

Gary S. Howard. Mr. Howard joined the Board in November 2005 and is a member of our Executive Compensation Committee, Nominating Committee and Audit Committee. Mr. Howard has served on the board of directors of Interval Leisure Group, Inc., since August 2008. Mr. Howard served as Executive Vice President and Chief Operating Officer of Liberty Media Corporation from July 1998 to February 2004 as well as serving on Liberty Media Corporation’s board of directors from July 1998 until January 2005. Additionally, Mr. Howard held several executive officer positions with companies affiliated with Liberty Media Corporation. The Board has determined that Mr. Howard meets the independence requirements of NASDAQ and SEC rules and regulations. Mr. Howard’s qualifications to serve on our Board include his experience discussed above especially, among other things, his service at Liberty Media Corporation and with us as a Director.

David K. Moskowitz. Mr. Moskowitz is one of our Senior Advisors and was an Executive Vice President as well as our Secretary and General Counsel until 2007. Mr. Moskowitz joined us in March 1990. He was elected to the Board in 1998. Mr. Moskowitz performs certain business functions for us and our subsidiaries from time to time. Since October 2007, Mr. Moskowitz has served as a member of the board of directors of EchoStar. Mr. Moskowitz’s qualifications to serve on our Board include his experience discussed above especially, among other things, his service as our General Counsel from 1990 until 2007.

Tom A. Ortolf. Mr. Ortolf joined the Board in May 2005 and is a member of our Executive Compensation Committee, Nominating Committee, and Audit Committee. Mr. Ortolf has been the President of CMC, a privately held investment management firm, for nearly twenty years. From 1988 until 1991, Mr. Ortolf served as our President and Chief Operating Officer. The Board has determined that Mr. Ortolf meets the independence requirements of NASDAQ and SEC rules and regulations. Since October 2007, Mr. Ortolf has also served as a member of the board of directors of EchoStar, and as a member of its Executive Compensation Committee, Nominating Committee, and Audit Committee. Mr. Ortolf’s qualifications to serve on our Board include his experience discussed above especially, among other things, his service at CMC and with us as a Director.

Carl E. Vogel. Mr. Vogel has served on the Board since May 2005 and is currently a Senior Advisor to us. He served as our President from September 2006 until February 2008 and served as our Vice Chairman from June 2005 until March 2009. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a Senior Advisor to, EchoStar. From 2001 until 2005, Mr. Vogel served as the President and CEO of Charter Communications Inc., a publicly-traded company providing cable television and broadband services to approximately six million customers. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media Corporation. Mr. Vogel was one of our executive officers from 1994 until 1997, including serving as our President from 1995 until 1997. Mr. Vogel is also currently serving on the boards of directors and audit committees of Shaw Communications, Inc., Universal Electronics, Inc., NextWave Wireless Inc. and on the board of directors, audit committee and executive committee of Ascent Media Corporation. Mr. Vogel is also currently serving as the chair of NextWave Wireless Inc.’s audit committee and Ascent Media Corporation’s executive committee. Mr. Vogel’s qualifications to serve on our Board include his experience discussed above especially, among other things, his prior service with us and various other companies within the telecommunications industry.

Charles W. Ergen, our Chairman, President and Chief Executive Officer, currently possesses approximately 83.5% of the total voting power. Please see “Equity Security Ownership” below. Mr. Ergen has indicated his intention to vote in favor of Proposal No. 1. Accordingly, approval of Proposal No. 1 is assured notwithstanding a negative vote by any or all shareholders other than Mr. Ergen.

The Board of Directors unanimously recommends a vote FOR the election of all of the nominees named herein (Item No. 1 on the enclosed proxy card).

Board of Directors and Committees and Selection Process

Our Board held eleven meetings in 2009 and also took action by unanimous written consent on four occasions during 2009. Each of our directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board held during the period in which he or she was a director, and (ii) the total number of meetings held by all committees of the Board on which he served. In addition, our non-employee directors held four executive sessions in 2009.

Directors are elected annually and serve until their successors are duly elected and qualified or their earlier resignation or removal. Officers serve at the discretion of the Board.

We are a “controlled company” within the meaning of the NASDAQ Marketplace Rules because more than 50% of our voting power is held by Charles W. Ergen, our Chairman, President and Chief Executive Officer. Mr. Ergen currently beneficially owns approximately 51.3% of our total equity securities and possesses approximately 83.5% of the total voting power. Mr. Ergen’s beneficial ownership excludes 22,023,267 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock currently held by certain trusts established by Mr. Ergen for the benefit of his family. These trusts beneficially own approximately 10.0% of our total equity securities and possess approximately 8.5% of the total voting power. Please see “Equity Security Ownership” below. Therefore, we are not subject to the NASDAQ listing requirements that would otherwise require us to have: (i) a Board of Directors comprised of a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a Compensation Committee composed solely of independent directors; and (iii) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors. Nevertheless, the Corporation has created an Executive Compensation Committee (the “Compensation Committee”) and a Nominating Committee, in addition to an Audit Committee, all of which are composed entirely of independent directors. The charters of our Compensation, Audit, and Nominating Committees are available free of charge on our website at http://www.dishnetwork.com. The function and authority of these committees are described below:

Compensation Committee. The Compensation Committee operates under a Compensation Committee Charter adopted by the Board. The principal functions of the Compensation Committee are, to the extent the Board deems necessary or appropriate, to: (i) make and approve all option grants and other issuances of DISH Network’s equity securities to DISH Network’s executive officers and Board members other than nonemployee directors; (ii) approve all other option grants and issuances of DISH Network’s equity securities, and recommend that the full Board make and approve such grants and issuances; (iii) establish in writing all performance goals for performance-based compensation that together with other compensation to senior executive officers could exceed $1 million annually, other than standard stock incentive plan options that may be paid to DISH Network’s executive officers, and certify achievement of such goals prior to payment; and (iv) set the compensation of Mr. Ergen, who is our Chairman, President and Chief Executive Officer. The Compensation Committee held ten meetings and took action by unanimous written consent on two occasions during 2009. The current members of the Compensation Committee are Mr. Goodbarn, Mr. Howard and Mr. Ortolf, with Mr. Goodbarn serving as Chairman of the Committee. The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations. The current composition of the Compensation Committee is expected to remain the same following our Annual Meeting.

Audit Committee. Our Board has established a standing Audit Committee in accordance with NASDAQ rules and Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee operates under an Audit Committee Charter adopted by the Board. The principal functions of the Audit Committee are to: (i) select the independent registered public accounting firm and set their compensation; (ii) select the internal auditor; (iii) review and approve management’s plan for engaging our independent registered public accounting firm during the year to perform non-audit services and consider what effect these services will have on the independence of our independent registered public accounting firm; (iv) review our annual financial statements and other financial reports that require approval by the Board; (v) oversee the integrity of our financial statements, our systems of disclosure and internal controls, and our compliance with legal and regulatory requirements; (vi) review the scope of our independent registered public accounting firm’s audit plans and the results of their audits; and (vii) evaluate the performance of our internal audit function and independent registered public accounting firm.

The Audit Committee held eleven meetings and took action by unanimous written consent on three occasions during 2009. The current members of the Audit Committee are Mr. Goodbarn, Mr. Howard and Mr. Ortolf, with Mr. Ortolf serving as Chairman of the Audit Committee and Mr. Goodbarn serving as our “audit committee financial expert”. The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations. The Board has also determined that each member of our Audit Committee is financially literate and that Mr. Goodbarn qualifies as an “audit committee financial expert” as defined by applicable SEC rules and regulations. The current composition of the Audit Committee is expected to remain the same following our Annual Meeting, with Mr. Goodbarn continuing as the “audit committee financial expert”.

Nominating Committee. The Nominating Committee operates under a Nominating Committee Charter adopted by the Board. The principal function of the Nominating Committee is to recommend independent director nominees for selection by the Board. The Nominating Committee held two meetings during 2009 and did not take action by unanimous written consent during 2009. The current members of the Nominating Committee are Mr. Goodbarn, Mr. Howard and Mr. Ortolf, with Mr. Howard serving as Chairman of the Committee. The Board has determined that each of these individuals meets the independence requirements of NASDAQ and SEC rules and regulations. The current composition of the Nominating Committee is expected to remain the same following our Annual Meeting.

The Nominating Committee will consider candidates suggested by its members, other directors, senior management and shareholders as appropriate. No search firms or other advisors were retained to identify nominees during the past fiscal year. The Nominating Committee has not adopted a written policy with respect to the consideration of candidates proposed by security holders or with respect to nominating anyone to our Board other than nonemployee directors. Director candidates, whether recommended by the Nominating Committee, other directors, senior management or shareholders are currently considered by the Nominating Committee and the Board, as applicable, in light of the entirety of their credentials, including but not limited to the following diverse factors: (i) their reputation and character; (ii) their ability and willingness to devote sufficient time to Board duties; (iii) their educational background; (iv) their business and professional achievements, experience and industry background; (v) their independence from management under listing standards and the Corporation’s governance guidelines; and (vi) the needs of the Board and the Corporation.

Board Criteria

In considering whether to recommend a prospective nominee for selection by the Board, including candidates recommended by shareholders, the Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. However, DISH Network believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The Nominating Committee recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of experience, knowledge and abilities required for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations.

A shareholder who wishes to recommend a prospective nominee for the Board should notify the Corporation’s Secretary or any member of the Nominating Committee in writing with whatever supporting material the shareholder considers appropriate. The Nominating Committee will also consider whether to nominate any person nominated by a shareholder pursuant to the provisions of the Corporation’s bylaws relating to shareholder nominations. Communications can be directed to the Corporation’s Secretary or any member of the Nominating Committee in accordance with the process described in “Shareholder Communications” below.

Board Leadership Structure

The Board currently combines the role of Chairman of the Board with the role of Chief Executive Officer in light of Mr. Ergen’s unique position and qualifications as our founder and controlling shareholder. Accordingly, the Board believes that Mr. Ergen is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry and is also the person most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. In this combined role, Mr. Ergen is able to foster clear accountability and effective decision making. Furthermore, in light of Mr. Ergen’s control and position with DISH Network, we believe that the creation of a lead independent director position is not necessary at this time.

The Board’s Role in Risk Oversight

The Board has ultimate responsibility for oversight of the Corporation’s risk management processes. The Board discharges this oversight responsibility through regular reports received from and discussions with senior management on areas of material risk exposure to the Corporation. These reports and Board discussions include, among other things, operational, financial, legal and regulatory, and strategic risks. Additionally, the Corporation’s risk management processes are intended to identify, manage and control risks so that they are appropriate considering the Corporation’s scope, operations and business objectives. The full Board (or the appropriate Committee in the case of risks in areas for which responsibility has been delegated to a particular Committee) engages with the appropriate members of senior management to enable its members to understand and provide input to and oversight of our risk identification, risk management and risk mitigation strategies. The Audit Committee also meets regularly in executive session without management present to, among other things, discuss the Corporation’s risk management culture and processes. For example, as part of its charter, our Audit Committee is responsible for, among other things, discussing Corporation policies with respect to risk assessment and risk management, and reviewing contingent liabilities and risks that may be material to the Corporation. When a Committee receives a report from a member of management regarding areas of risk, the Chairman of the relevant Committee will report on the discussion to the full Board to the extent necessary or appropriate. This enables the Board to coordinate risk oversight, particularly with respect to interrelated or cumulative risks that may involve multiple areas for which more than one committee has responsibility. The Board or applicable committee also has authority to engage external advisors as necessary.

Other Information About Our Board of Directors

Although we do not have a policy with regard to Board members’ attendance at our annual meetings of shareholders, all of our directors are encouraged to attend such meetings. All of our directors were in attendance at our 2009 annual meeting. We expect that all of our directors will attend our 2010 annual meeting.

Equity Security Ownership

The following table sets forth, to the best of our knowledge, the beneficial ownership of our voting securities as of the close of business on March 8, 2010 by: (i) each person known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our directors; (iii) our Chief Executive Officer, Chief Financial Officer and three other most highly compensated persons acting as one of our executive officers in 2009 (collectively, the “Named Executive Officers”); and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each person listed in the following table (alone or with family members) has sole voting and dispositive power over the shares listed opposite such person’s name.

		Amount and
		Nature of
		Beneficial				Percentage
Name (1)		Ownership				of Class
Class A Common Stock:
Charles W. Ergen (2), (3)			218,178,109				51.3	%
Cantey Ergen (4)			216,998,109				51.1	%
Goldman Sachs (5)			27,445,644				13.2	%
William R. Gouger (6)			19,894,732				8.7	%
Dodge & Cox (7)			11,723,387				5.6	%
BlackRock, Inc. (8)			10,435,566				5.0	%
James DeFranco (9)			7,907,768				3.8	%
David K. Moskowitz (10)			3,081,238				1.5	%
Michael Kelly (11)			1,097,611					*
Carl E. Vogel (12)			490,723					*
Bernard L. Han (13)			300,305					*
Tom A. Ortolf (14)			131,200					*
R. Stanton Dodge (15)			127,630					*
Gary S. Howard (16)			70,100					*
Steven R. Goodbarn (17)			70,000					*
Roger J. Lynch			—					*
Robert E. Olson			—					*
All Directors and Executive Officers as a Group (16 persons) (18)			231,918,784				65.5	%
Class B Common Stock:
Charles W. Ergen			216,411,941				90.8	%
Cantey Ergen			216,411,941				90.8	%
Trusts (19)			22,023,267				9.2	%
All Directors and Executive Officers as a Group (16 persons) (18)			218,547,864				91.7	%

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, officers and holders of more than 10% of our common stock to file reports with the SEC regarding their ownership and changes in ownership of our equity securities. We believe that during 2009, our directors, officers and 10% shareholders complied with all Section 16(a) filing requirements, with the exception of the inadvertent late filing of one Form 4 by Mr. DeFranco. In making these statements, we have relied upon examination of copies of Forms 3, 4 and 5 provided to us and the written representations of our directors and officers.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis addresses our compensation objectives and policies for our named executive officers, or NEOs, the elements of NEO compensation and the application of those objectives and policies to each element of fiscal 2009 compensation for our NEOs.

This Compensation Discussion and Analysis contains information regarding company performance targets and goals for our executive compensation program. These targets and goals were disclosed to provide information on how executive compensation was determined in 2009 but are not intended to be estimates of future results or other forward-looking guidance. We caution investors against using these targets and goals outside of the context of their use in our executive compensation program as described herein.

Overall Compensation Program Objectives and Policies

Compensation Philosophy

DISH Network’s executive compensation program is guided by the following key principles:

	•		Attraction, retention and motivation of executive officers over the long-term;
	•		Recognition of individual performance;
	•		Recognition of the achievement of company-wide performance goals; and
	•		Creation of shareholder value by aligning the interests of management and DISH Network’s shareholders through equity incentives.

General Compensation Levels

The total direct compensation opportunities, both base salaries and long-term incentives, offered to DISH Network’s NEOs have been designed to ensure that they are competitive with market practice, support DISH Network’s executive recruitment and retention objectives, reward individual and company-wide performance and contribute to DISH Network’s long-term success by aligning the interests of its executive officers and shareholders.

The Compensation Committee of DISH Network, without Mr. Ergen present, determines Mr. Ergen’s compensation. Mr. Ergen recommends to the Board of Directors, but DISH Network’s Board of Directors ultimately approves, the base compensation of DISH Network’s other NEOs. DISH Network’s Compensation Committee has made and approved grants of options and other equity-based compensation to DISH Network’s NEOs, and established in writing performance goals for any performance-based compensation that together with other compensation to any DISH Network NEO could exceed $1 million annually. DISH Network’s Compensation Committee has also certified achievement of those performance goals prior to payment of performance-based compensation.

In determining the actual amount of each NEO’s compensation, the Compensation Committee of DISH Network reviews the information described in “Compilation of Certain Proxy Data” below, the Compensation Committee’s subjective performance evaluation of the individual’s performance (after reviewing Mr. Ergen’s recommendations with respect to the NEOs other than himself), the individual’s success in achieving DISH Network’s and individual goals, whether the performance goals of any short-term incentive plans were met and the payouts that would become payable upon achievement of those performance goals, equity awards previously granted to the individual, and equity awards that would be normally granted upon a promotion in accordance with DISH Network’s policies for promotions. DISH Network’s Compensation Committee and Board have also considered each of DISH Network’s NEOs individual extraordinary efforts resulting in tangible increases in corporate, division or department success when setting base cash salaries and short term incentive compensation.

Furthermore, the Compensation Committee of DISH Network also makes a subjective determination as to whether an increase should be made to Mr. Ergen’s compensation based on its evaluation of Mr. Ergen’s contribution to the success of DISH Network, whether the performance goals of any short-term incentive plans were met, the payouts that would become payable to Mr. Ergen upon achievement of those performance goals, the options and other stock awards currently held by Mr. Ergen and whether such awards are sufficient to retain Mr. Ergen.

This approach to general compensation levels is not formulaic and the weight given to any particular factor in determining a particular NEO’s compensation depends on the subjective consideration of all factors described above in the aggregate.

With respect to incentive compensation, DISH Network attempts to ensure that each NEO has stock options and/or restricted stock units at any given time that are significant in relation to such individual’s annual cash compensation to ensure that each of DISH Network’s NEOs has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. Therefore, DISH Network may grant more options to one particular NEO in a given year if a substantial portion of the NEO’s equity incentives are vested and the underlying stock is capable of being sold. In addition, if an NEO recently received a substantial amount of equity incentives, DISH Network may not grant any equity incentives to that particular NEO.

Compilation of Certain Proxy Data

In connection with the approval process for DISH Network’s executive officer compensation, DISH Network’s Board of Directors and Compensation Committee had management prepare a compilation of the compensation components for the NEOs of companies selected by the Compensation Committee, as disclosed in their respective publicly-filed proxy statements (the “Proxy Data”). These surveyed companies included: The DirecTV Group, Inc., Comcast Corporation, Cablevision Systems Corporation, Cox Communications, Inc., Charter Communications, Inc., Adelphia Communications Corporation, Liberty Media Corporation, CenturyTel, Inc., UnitedGlobalCom, Inc., and Level 3 Communications, Inc. The Proxy Data, along with other information obtained by committee members from media reports, such as newspaper or magazine articles or other generally available sources related to executive compensation, and from corporate director events attended by committee members, is used solely as a subjective frame of reference to set approximate boundaries for compensation, rather than a basis for benchmarking compensation of DISH Network’s NEOs. DISH Network’s Compensation Committee and Board of Directors do not utilize a formulaic or standard, formalized benchmarking level or element in tying or otherwise setting DISH Network’s executive compensation to that of other companies. Generally, DISH Network’s overall compensation lags behind competitors in the area of base pay, severance packages, and short-term incentives and may be competitive over time in equity compensation. If DISH Network’s stock performance substantially outperforms similar companies, executive compensation at DISH Network could exceed that at similar companies. Barring significant increases in the stock price, DISH Network’s compensation levels generally lag its peers.

Deductibility of Compensation

Section 162(m) of the U.S. Internal Revenue Code (the “Code”) places a limit on the tax deductibility of compensation in excess of $1 million paid to certain “covered employees” of a publicly held corporation (generally, the corporation’s chief executive officer and its four next most highly compensated executive officers in the year that the compensation is paid). This limitation applies only to compensation which is not considered performance-based under the Section 162(m) rules. The Compensation Committee conducts an ongoing review of DISH Network’s compensation practices for purposes of obtaining the maximum continued deductibility of compensation paid consistent with DISH Network’s existing commitments and ongoing competitive needs. However, nondeductible compensation in excess of this limitation may be paid.

Use of Compensation Consultants

No compensation consultants were retained by the Company to either evaluate or recommend the setting of executive compensation during the past fiscal year.

Implementation of Executive Compensation Program Objectives and Policies

Weighting and Selection of Elements of Compensation

As described in “General Compensation Levels” above, neither DISH Network’s Board of Directors nor its Compensation Committee has in the past assigned specific weights to any factors considered by DISH Network’s Board of Directors and its Compensation Committee in determining compensation, and none of the factors are more dispositive than others.

Elements of Executive Compensation

The primary components of DISH Network’s executive compensation program have included:

	•		base cash salary;
	•		short-term incentive compensation, including conditional and/or performance-based cash incentive compensation and discretionary bonuses;
	•		long-term equity incentive compensation in the form of stock options and restricted stock units offered under DISH Network’s stock incentive plans;
	•		401(k) plan; and
	•		other compensation, including perquisites and personal benefits and post-termination compensation.

These elements combine to promote the objectives and policies described above. Base salary, 401(k) benefits and other benefits and perquisites provided generally to DISH Network employees provide a minimum level of compensation for our NEOs. Short-term incentives reward individual performance and achievement of annual goals important to DISH Network. Long-term equity-incentive compensation aligns NEO compensation directly with the creation of long-term shareholder value and promotes retention.

DISH Network has not required that a certain percentage of an executive’s salary be provided in one form versus another. However, the Compensation Committee’s goal is to award compensation that is reasonable in relation to DISH Network’s compensation program and objectives when all elements of potential compensation are considered. Each element of DISH Network’s historical executive compensation and the rationale for each element is described below.

Base Cash Salary

DISH Network has traditionally included salary in its executive compensation package under the belief that it is appropriate that some portion of the compensation paid to its executives be provided in a form that is fixed and liquid occurring over regular intervals. Generally, for the reasons discussed in “Equity Incentive Compensation,” DISH Network has weighted overall compensation towards equity components as opposed to base salaries. DISH Network’s Compensation Committee and Board of Directors have traditionally been free to set base salary at any level deemed appropriate and typically review base salaries once annually. Any increases or decreases in base salary on a year-over-year basis have usually been dependent on a combination of the following factors:

	•		the Compensation Committee’s and Board of Directors’ respective assessment of DISH Network’s overall financial and business performance;
	•		the performance of the NEO’s business unit;
	•		the NEO’s individual contributions to DISH Network; and
	•		the rate of DISH Network’s standard annual merit increase for employees who are performing at a satisfactory level.

Short-Term Incentive Compensation

This compensation program, if implemented for a particular year, generally provides for a bonus that is linked to annual performance as determined by the Compensation Committee at the beginning of each fiscal year when it establishes the short-term incentive plan for that year. The objective of the short-term incentive plan is to compensate NEOs in significant part based on the achievement of specific annual goals that the Compensation Committee believes will create an incentive to maximize long-term shareholder value. This compensation program also permits short-term incentive compensation to be awarded in the form of discretionary cash bonuses based on individual performance during the year.

During 2009, the Board of Directors and the Compensation Committee elected not to implement a short-term incentive program. The decision not to implement a short-term incentive program during 2009 was made based upon, among other things, the adoption of the 2008 Long Term Incentive Plan, or 2008 LTIP. The 2008 LTIP is discussed below. During 2009, we generated cumulative free cash flow in excess of $1.0 billion while also maintaining 13 million subscribers which resulted in the vesting of approximately 10% of the 2008 LTIP stock awards.

Long-Term Equity Incentive Compensation

DISH Network has traditionally operated under the belief that executive officers will be better able to contribute to its long-term success and help build incremental shareholder value if they have a stake in that future success and value. DISH Network has stated it believes this stake focuses the executive officers’ attention on managing DISH Network as owners with equity positions in DISH Network and aligns their interests with the long-term interests of DISH Network’s shareholders. Equity awards therefore have represented an important and significant component of DISH Network’s compensation program for executive officers. DISH Network has attempted to create general incentives with its standard stock option grants and conditional incentives through conditional awards that may include payouts in cash or equity.

General Equity Incentives

With respect to equity incentive compensation, DISH Network attempts to ensure that each NEO has stock options and/or restricted stock units at any given time that are significant in relation to such individual’s annual cash compensation to ensure that each of DISH Network’s NEOs has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. Therefore, DISH Network may grant more options to one particular NEO in a given year if a substantial portion of the NEO’s equity incentives are vested and the underlying stock is capable of being sold. In addition, if an NEO recently received a substantial amount of equity incentives, DISH Network may not grant any equity incentives to that particular NEO. In particular, in granting awards for 2009, the Compensation Committee took into account, among other things, the amount necessary to retain our executive officers and that our executive officers had been granted options under the 2008 LTIP.

In granting equity incentive compensation, the Compensation Committee also takes into account whether the NEO has been promoted in determining whether to award equity awards to that individual. Finally, from time to time, the Compensation Committee may award one-time equity awards based on a number of subjective criteria, including the NEO’s position and role in DISH Network’s success and whether the NEO made any exceptional contributions to DISH Network’s success.

To encourage executive officers to remain in DISH Network’s employ, options granted under DISH Network’s stock incentive plans generally vest at the rate of 20% per year and have exercise prices not less than the fair market value of DISH Network’s Class A Common Stock on the date of grant. DISH Network’s standard form of option agreement given to executive officers has included acceleration of vesting upon a change in control of DISH Network for those executive officers that are terminated by DISH Network or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control.

Practices Regarding Grant of Equity Incentives

DISH Network has generally awarded stock options and restricted stock units as of the last day of each calendar quarter and has set exercise prices, as applicable, of not less than the fair market value of DISH Network’s Class A Common Stock on the date of grant.

2009 Stock Incentive Plan

We have adopted an employee stock incentive plan, which we refer to as the 2009 Stock Incentive Plan. The purpose of the 2009 Stock Incentive Plan is to provide incentives to attract and retain executive officers and other key employees. Awards available to be granted under the 2009 Stock Incentive Plan include: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; (iv) performance awards; (v) dividend equivalents; and (vi) other stock-based awards.

Class B CEO Stock Option Plan

We have adopted a Class B CEO stock option plan, which we refer to as the 2002 Class B CEO Stock Option Plan. The purpose of the 2002 Class B CEO Stock Option Plan is to promote the interests of DISH Network and its subsidiaries by aiding in the retention of Charles W. Ergen, the Chairman, President and Chief Executive Officer of DISH Network, who our Board of Directors believes is crucial to assuring our future success, to offer Mr. Ergen incentives to put forth maximum efforts for our future success and to afford Mr. Ergen an opportunity to acquire additional proprietary interests in DISH Network. Awards available to be granted under the 2002 Class B CEO Stock Option Plan include nonqualified stock options and dividend equivalent rights with respect to DISH Network’s Class B Common Stock.

Employee Stock Purchase Plan

We have adopted an employee stock purchase plan, which we refer to as our ESPP. The purpose of the ESPP is to provide our eligible employees with an opportunity to acquire a proprietary interest in us by the purchase of our Class A common stock. All full-time employees who are employed by DISH Network for at least one calendar quarter will be eligible to participate in the ESPP. Employee stock purchases will be made through payroll deductions. Under the terms of the ESPP, employees will not be permitted to deduct an amount which would permit such employee to purchase our capital stock under all of our stock purchase plans which would exceed $25,000 in fair market value of capital stock in any one year. The ESPP is intended to qualify under Section 423 of the Code and thereby provide participating employees with an opportunity to receive certain favorable income tax consequences as to stock purchase rights under the ESPP.

Nonemployee Director Stock Option Plan

We have adopted a non-employee director stock option plan, which we refer to as the 2001 Director Plan. The purpose of the 2001 Director Plan is to advance our interests through the motivation, attraction and retention of highly-qualified non-employee directors. The 2001 Director Plan grants our new non-employee directors, upon their initial election or appointment to our Board, an option to acquire a certain number of shares of DISH Network’s Class A Common Stock. We may also grant, in our discretion, any continuing non-employee directors further options to acquire our shares of Class A Common Stock in exchange for their continuing services.

2005 Long-Term Incentive Plan

During January 2005, DISH Network adopted the 2005 Long-Term Incentive Plan, or 2005 LTIP, within the terms of DISH Network’s 1999 Stock Incentive Plan. The purpose of the 2005 LTIP is to promote DISH Network’s interests and the interests of its shareholders by providing key employees with financial rewards through equity participation upon achievement of DISH Network reaching the milestone of 15 million subscribers. The employees eligible to participate in the 2005 LTIP include DISH Network’s executive officers, vice presidents, directors and certain other key employees designated by DISH Network’s Compensation Committee. Awards under the 2005 LTIP consist of a one-time grant of: (a) an option to acquire a specified number of shares priced at the market value as of the last day of the calendar quarter in which the option was granted; (b) rights to acquire for no additional consideration a specified smaller number of shares of DISH Network’s Class A Common Stock; or (c) in some cases, a corresponding combination of a lesser number of option shares and such rights to acquire shares of DISH Network’s Class A Common Stock. The options and rights vest in 10% increments on each of the first four anniversaries of the date of grant and then at the rate of 20% per year thereafter; provided, however, that none of the options or rights shall be exercisable until DISH Network reaches the milestone of 15 million subscribers. The performance goal under the 2005 LTIP were not achieved in 2009. Mr. Ergen has 900,000 stock options under the 2005 LTIP that were granted on September 30, 2005. Mr. Han has 90,000 stock options and 30,000 restricted stock units under the 2005 LTIP that were granted on September 30, 2006. Mr. Kelly has 300,000 stock options under the 2005 LTIP that were granted on March 31, 2005.

Mr. Dodge has 82,500 stock options and 12,500 restricted stock units under the 2005 LTIP that were granted on March 31, 2005. Mr. Olson and Mr. Lynch do not have awards under the 2005 LTIP.

2008 Long-Term Incentive Plan

During December 2008, DISH Network adopted the 2008 LTIP, within the terms of our 1999 Stock Incentive Plan. After the expiration of the 1999 Stock Incentive Plan on April 16, 2009, awards under the 2008 LTIP to new employee hires or employees who are promoted have been granted pursuant to the 2009 Stock Incentive Plan. The purpose of the 2008 LTIP is to promote DISH Network’s interests and the interests of its shareholders by providing key employees with financial rewards through equity participation upon achievement of a specified long-term cumulative free cash flow goal while maintaining a specified long-term subscriber threshold. The employees eligible to participate in the 2008 LTIP include DISH Network’s executive officers, vice presidents, directors and certain other key employees designated by DISH Network’s Compensation Committee. Awards under the 2008 LTIP consist of a one-time grant of: (a) an option to acquire a specified number of shares priced at the market value as of the last day of the calendar quarter in which the option was granted; (b) rights to acquire for no additional consideration a specified smaller number of shares of DISH Network’s Class A Common Stock; or (c) in some cases, a corresponding combination of a lesser number of option shares and such rights to acquire shares of DISH Network’s Class A Common Stock. Under the 2008 LTIP, the cumulative free cash flow goals and the total net subscriber threshold are measured on the last day of each calendar quarter commencing on March 31, 2009 and continuing through and including December 31, 2015. In the event that a cumulative free cash flow goal is achieved and the total net subscriber threshold is met as of the last day of any such calendar quarter: (i) the applicable cumulative free cash flow goal will be retired; and (ii) the corresponding increment of the option/restricted stock unit will vest and shall become exercisable contemporaneous with filing of the Form 10-Q or Form 10-K for that quarter or year, as applicable, in accordance with the following schedule (for those employees that received equity awards under the 2008 LTIP before April, 1, 2009):

Cumulative Free		Total Net Subscriber				Cumulative Vesting
Cash Flow Goals		Threshold				Schedule
$1 billion		13 Million					10	%
$2 billion		13 Million					25	%
$3 billion		13 Million					45	%
$4 billion		13 Million					70	%
$5 billion		13 Million					100	%

For equity awards granted to employees following April 1, 2009 under the 2008 LTIP (such as newly-hired or recently-promoted employees), these employees received a reduced number of options to acquire shares of DISH Network’s Class A Common Stock than the amount that were granted to an employee at the same level prior to April 1, 2009 and such shares are subject to a vesting schedule that varies based upon the date on which such shares are granted.

Mr. Ergen was granted 900,000 stock options under the 2008 LTIP on December 31, 2008. Messrs. Han, Kelly and Dodge each were granted 300,000 stock options under the 2008 LTIP on December 31, 2008. Mr. Olson was granted 240,000 stock options under the 2008 LTIP on June 30, 2009 in connection with the commencement of his employment. Mr. Lynch was granted 210,000 stock options under the 2008 LTIP on December 31, 2009 in connection with the commencement of his employment. During 2009, we generated cumulative free cash flow in excess of $1.0 billion while also maintaining 13 million subscribers which resulted in the vesting of approximately 10% of the 2008 LTIP stock awards. Accordingly, the $1 billion cumulative free cash flow goal under the 2008 LTIP was retired.

401(k) Plan

DISH Network has adopted a defined-contribution tax-qualified 401(k) plan for its employees, including its executives, to encourage its employees to save some percentage of their cash compensation for their eventual retirement. DISH Network’s executives have participated in the 401(k) plan on the same terms as DISH Network’s other employees. Under the plan, employees have become eligible for participation in the 401(k) plan upon completing ninety days of service with DISH Network and reaching age 19. 401(k) plan participants have been able to contribute up to 50% of their compensation in each contribution period, subject to the maximum deductible limit provided by the Code. DISH Network may also make a 50% matching employer contribution up to a maximum of $1,500 per participant per calendar year. In addition, DISH Network may also make an annual discretionary profit sharing contribution to the 401(k) plan with the approval of its Compensation Committee and Board of Directors. 401(k) plan participants are immediately vested in their voluntary contributions and earnings on voluntary contributions. DISH Network’s employer contributions to 401(k) plan participants’ accounts vest 20% per year commencing one year from the employee’s date of employment.

Perquisites and Personal Benefits, Post-Termination Compensation and Other Compensation

DISH Network has traditionally offered numerous plans and other benefits to its executive officers on the same terms as other employees. These plans and benefits have included medical, vision, and dental insurance, life insurance, and the employee stock purchase plan as well as discounts on DISH Network’s services. Relocation benefits may also be reimbursed, but are individually negotiated when they occur. DISH Network has also permitted certain NEOs to use its corporate aircraft for personal use. DISH Network has also paid for annual tax preparation costs for certain NEOs.

DISH Network has not traditionally had any plans in place to provide severance benefits to employees. However, certain stock options and restricted stock units have been granted to its executive officers subject to accelerated vesting upon a change in control.

2009 Executive Compensation

DISH Network has historically made decisions with respect to executive compensation for a particular compensation year in December of the preceding compensation year or the first quarter of the applicable compensation year. For 2009, the Compensation Committee (along with Mr. Ergen for each of the NEOs other than himself) reviewed total compensation of each NEO and the value of (a) historic and current components of each NEO’s compensation, including the base salary and bonus paid to the NEO in the prior year, and (b) stock options and restricted stock units held by each NEO in DISH Network’s incentive plans. DISH Network’s Compensation Committee (along with Mr. Ergen for each of the NEOs other than himself) also reviewed the Proxy Data prepared for 2009 and other information described in “Compilation of Certain Proxy Data” above. As described in “General Incentive Compensation” above, DISH Network aims to provide base salaries and long-term incentives that are competitive with market practice with an emphasis on providing a substantial portion of overall compensation in the form of equity incentives. In addition, DISH Network’s Compensation Committee has discretion to award performance based compensation, that is based on performance goals different from those that were previously set or that is higher or lower than the anticipated compensation that would be awarded under DISH Network’s incentive plans if particular performance goals were met. DISH Network’s Compensation Committee did not exercise this discretion in 2009.

Compensation of Chief Executive Officer

2009 Base Salary. Mr. Ergen’s base salary for 2009 was determined at the beginning of 2009 based on a review by the Compensation Committee of the expected base salaries in 2009 of each of DISH Network’s other NEOs. The Compensation Committee determined that Mr. Ergen was eligible for an annual merit increase in base salary. However, DISH Network’s Compensation Committee noted that Mr. Ergen’s base salary continued to be substantially lower than the base salaries of the CEOs of the significant majority of the surveyed companies in the 2009 Proxy Data.

2009 Cash Bonus. No bonus was paid to Mr. Ergen in 2009.

2009 Equity Incentives. With respect to equity incentives, DISH Network attempts to ensure that Mr. Ergen has stock options and/or restricted stock units at any given time that are significant in relation to Mr. Ergen’s annual cash compensation to ensure that Mr. Ergen has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. In light of the 500,000 options to purchase the Corporation’s Class A Common Stock then held by Mr. Ergen and the 900,000 stock options granted to Mr. Ergen pursuant to the 2008 LTIP, the Compensation Committee determined that additional awards to Mr. Ergen were not necessary during 2009.

Compensation of Other Named Executive Officers

2009 Base Salary.

Base salaries for each of the other NEOs are determined annually by DISH Network’s Board of Directors primarily based on Mr. Ergen’s recommendations. The Board of Directors places substantial weight on Mr. Ergen’s recommendations in light of his role as CEO and as co-founder and controlling shareholder of DISH Network. Mr. Ergen made recommendations to the Board of Directors with respect to the 2009 base salary of each of the other NEOs after considering (a) the NEO’s base salary in 2008, (b) the range of the percentage increases in base salary for NEOs of the companies contained in the Proxy Data, (c) whether the NEO’s base salary was appropriate in light of DISH Network’s goals, including retention of the NEO, (d) the expected compensation to be paid to other NEOs in 2009 in relation to a particular NEO in 2009, (e) whether the NEO was promoted or newly hired in 2009, and (f) whether in Mr. Ergen’s subjective determination, the NEO’s performance in 2008 warranted an increase in the NEO’s base salary in 2009. Placing primary weight on (a) the NEO’s base salary in 2008 and (b) whether, in Mr. Ergen’s subjective view, an increase in 2008 base salary was necessary to retain the NEO, Mr. Ergen recommended the base salary amounts indicated in the “Summary Compensation Table” below. The basis for Mr. Ergen’s recommendation with respect to each of the other NEOs is discussed below. The Board of Directors accepted each of Mr. Ergen’s recommendations on base salaries for each of the other NEOs.

Mr. Olson. Mr. Olson’s salary was agreed between DISH Network and Mr. Olson on April 27, 2009 in connection with the commencement of Mr. Olson’s employment as Executive Vice President and Chief Financial Officer of DISH Network on April 28, 2009.

Mr. Han. Mr. Ergen determined that Mr. Han’s performance met expectations for 2008 and was therefore eligible for DISH Network’s standard annual merit increase in base salary. In addition, Mr. Ergen determined that Mr. Han should receive an additional increase in base salary based on Mr. Ergen’s subjective determination of the amount required to maintain Mr. Han’s salary within the range of market compensation indicated in the Proxy Data and taking into consideration DISH Network’s practices with respect to base salaries.

 Mr. Lynch. Mr. Lynch’s salary was agreed between DISH Network and Mr. Lynch on November 3, 2009 in connection with the commencement of Mr. Lynch’s employment as Executive Vice President — Advanced Technologies on November 4, 2009.

Mr. Kelly. Mr. Ergen determined that Mr. Kelly’s performance met expectations for 2008 and that Mr. Kelly was therefore eligible for DISH Network’s standard annual merit increase. In addition, Mr. Ergen determined that Mr. Kelly should receive an additional increase in base salary based on Mr. Ergen’s subjective determination of the amount required to maintain Mr. Kelly’s salary within the range of market compensation indicated in the Proxy Data and taking into consideration DISH Network’s practices with respect to base salaries.

Mr. Dodge. Mr. Ergen determined that Mr. Dodge’s performance met expectations for 2008 and was therefore eligible for DISH Network’s standard annual merit increase in base salary. In addition, Mr. Ergen determined that Mr. Dodge should receive an additional increase in base salary based on Mr. Ergen’s subjective determination of the amount required to maintain Mr. Dodge’s salary within the range of market compensation indicated in the Proxy Data and taking into consideration DISH Network’s practices with respect to base salaries.

2009 Cash Bonus. Consistent with prior years, Mr. Ergen generally recommended that other NEOs receive cash bonuses only to the extent that such amounts would be payable pursuant to the existing short-term incentive plan, if any. As discussed above, in light the grant of options to the other NEOs under the 2008 LTIP, the Board of Directors and the Compensation Committee elected not to implement a short-term incentive program for 2009. During 2009, we generated cumulative free cash flow in excess of $1.0 billion while also maintaining 13 million subscribers which resulted in the vesting of approximately 10% of the 2008 LTIP stock awards. However, due to the individual performance of Mr. Dodge and Mr. Han, a one-time discretionary cash bonus of $100,000 was awarded to each.

2009 Equity Incentives. With respect to equity incentives, DISH Network primarily evaluates the position of each NEO to ensure that each individual has stock options and/or restricted stock units at any given time that are significant in relation to the NEO’s annual cash compensation to ensure that the NEO has appropriate incentives tied to the performance of DISH Network’s Class A Common Stock. This determination is made by the Compensation Committee primarily on the basis of Mr. Ergen’s recommendation. As discussed above, in granting awards to the other NEOs for 2009, Mr. Ergen based his recommendation on, among other things, what was necessary to retain our executive officers. In particular, in granting awards for 2009, the Compensation Committee took into account, among other things, the amount necessary to retain our executive officers and the fact that each of our NEOs had received awards under our 2008 LTIP. On June 30, 2009, in connection with the commencement of his employment, Mr. Olson was awarded an option to acquire 100,000 shares of Class A Common Stock with such option vesting at the rate of 20% per year and an option to acquire 240,000 shares of Class A Common Stock under the 2008 LTIP. As a result of Mr. Han’s increased responsibilities as Chief Operating Officer, on March 31, 2009, Mr. Ergen recommended, and the Compensation Committee agreed, to grant Mr. Han an option to acquire 300,000 shares of Class A Common Stock with such option vesting at the rate of 20% per year. On December 31, 2009, in connection with the commencement of his employment, Mr. Lynch was awarded an option to acquire 200,000 shares of Class A Common Stock with such option vesting at the rate of 20% per year and an option to acquire 210,000 shares of Class A Common Stock under the 2008 LTIP. On December 31, 2009, based on Mr. Ergen’s subjective evaluation of Mr. Kelly’s contribution to the Corporation’s performance during 2009, Mr. Ergen recommended, and the Compensation Committee agreed, to grant Mr. Kelly an option to acquire 200,000 shares of Class A Common Stock with such option vesting if certain performance criteria are met before December 31, 2011. On June 30, 2009, based on Mr. Ergen’s subjective evaluation of Mr. Dodge’s contribution to the Corporation’s performance during 2009, Mr. Ergen recommended, and the Compensation Committee agreed, to grant Mr. Dodge an option to acquire 200,000 shares of Class A Common Stock with such option vesting at the rate of 20% per year.

During 2009, we generated cumulative free cash flow in excess of $1 billion while maintaining 13 million subscribers and accordingly: (i) 90,000 of Mr. Ergen’s stock options granted under the 2008 LTIP vested and became exercisable; (ii) 30,000 of Mr. Han’s stock options granted under the 2008 LTIP vested and became exercisable; (iii) 30,000 of Mr. Kelly’s stock options granted under the 2008 LTIP vested and became exercisable; and (iv) 30,000 of Mr. Dodge’s stock options granted under the 2008 LTIP vested and became exercisable.

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is appointed by the Board of Directors of DISH Network Corporation to discharge certain of the Board’s responsibilities relating to compensation of DISH Network’s executive officers.

The Compensation Committee, to the extent the Board deems necessary or appropriate, will:

	•		Make and approve all option grants and other issuances of DISH Network’s equity securities to DISH Network’s executive officers and Board members other than nonemployee directors;
	•		Approve all other option grants and issuances of DISH Network’s equity securities, and recommend that the full Board make and approve such grants and issuances;
	•		Establish in writing all performance goals for performance-based compensation that together with other compensation to senior executive officers could exceed $1 million annually, other than standard Stock Incentive Plan options that may be paid to DISH Network’s executive officers, and certify achievement of such goals prior to payment; and
	•		Set the compensation of the Chairman, President and Chief Executive Officer.

Based on the review of the Compensation Discussion and Analysis and discussions with management, we recommended to DISH Network’s management that the Compensation Discussion and Analysis be included in the Corporation’s proxy statement.

Respectfully submitted,

The DISH Network Executive Compensation Committee

Steven R. Goodbarn (Chairman)
Gary S. Howard
Tom A. Ortolf

The report of the Compensation Committee and the information contained therein shall not be deemed to be “solicited material” or “filed” or incorporated by reference in any filing we make under the Securities Act or under the Exchange Act, irrespective of any general statement incorporating by reference this Proxy Statement into any such filing, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate this information by reference into a document we file under the Securities Act or the Exchange Act.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table

Our executive officers are compensated by certain of our subsidiaries. The following table sets forth the cash and noncash compensation for the fiscal year ended December 31, 2009 for the NEOs.

																										Change in
																										Pension Value
																										and
																										Nonqualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
						Salary				Bonus (1)				Awards				Awards (2)				Compensation				Earnings				Compensation				Total
Name and Principal Position		Year				($)				($)				($)				($)				($)				($)				(3) ($)				($)
Charles W. Ergen			2009			$	623,078			$	—			$	—			$	—			$	—			$	—			$	376,835			$	999,913
Chairman, President and Chief			2008			$	600,000			$	—			$	—			$	3,817,550			$	—			$	—			$	371,652			$	4,789,202
Executive Officer			2007			$	592,308			$	—			$	—			$	—			$	—			$	—			$	554,232			$	1,146,540
Robert E. Olson (5)			2009			$	200,769			$	—			$	—			$	854,165			$	—			$	—			$	2,551			$	1,057,485
Executive Vice President and Chief Financial Officer
Bernard L. Han (5)(6)			2009			$	451,923			$	100,000			$	—			$	1,158,000			$	—			$	—			$	3,500			$	1,713,423
Executive Vice President			2008			$	400,000			$	—			$	—			$	—			$	—			$	—			$	13,246			$	413,246
and Chief Operating Officer			2007			$	400,000			$	20,000			$	—			$	—			$	—			$	—			$	—			$	420,000
Roger J. Lynch (4)			2009			$	29,231			$	—			$	—			$	1,830,686			$	—			$	—			$	—			$	1,859,917
Executive Vice President, Advanced Technologies
Michael Kelly			2009			$	305,674			$	—			$	—			$	1,358,613			$	—			$	—			$	3,500			$	1,667,787
Executive Vice President,			2008			$	275,000			$	—			$	—			$	1,050,210			$	—			$	—			$	5,500			$	1,330,710
Commercial and Business Development			2007			$	270,769			$	—			$	—			$	—			$	—			$	—			$	5,250			$	276,019
R. Stanton Dodge (6)			2009			$	296,155			$	100,000			$	—			$	1,238,402			$	—			$	—			$	3,500			$	1,638,057
Executive Vice President, General Counsel and Secretary

		Aggregate Grant Date Fair Value
		2009 Performance				2008 Performance
		Awards				Awards
Charles W. Ergen		$	—			$	3,651,163.00
Robert E. Olson		$	1,566,432.00			$	—
Bernard L. Han		$	—			$	1,217,054.00
Roger J. Lynch		$	1,734,600.00			$	—
Michael Kelly		$	1,358,613.00			$	1,529,004.00

Grant of Plan-Based Awards

The following table provides information on equity awards in 2009 for the Named Executive Officers.

										Estimated Future Payouts Under																								All Other				All Other
										Non-Equity Incentive Plan												Estimated Future Payouts Under												Stock				Option
										Awards												Equity Incentive Plan Awards												Awards:				Awards:
																																										Exercise
																																		Number of				Number of				or Base				Grant Date
						Date of																												Shares of				Securities				Price of				Fair Value of
						Compensation																												Stock or				Underlying				Option				Stock and
		Grant				Committee				Threshold				Target				Maximum				Threshold				Target				Maximum				Units (1)				Options				Awards				Option
Name		Date				Approval				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/sh)				Awards (2)
Robert E. Olson			6/30/2009				4/27/2009			$	—			$	—			$	—				—				—				240,000				—				100,000			$	16.21			$	854,165
Bernard L. Han			4/17/2009				2/23/2009			$	—			$	—			$	—				—				—				—				180				—			$	—			$	—
			3/31/2009				3/30/2009			$	—			$	—			$	—				—				—				—				—				300,000			$	11.11			$	1,158,000
Roger J. Lynch			12/31/2009				11/2/2009			$	—			$	—			$	—				—				—				210,000				—				200,000			$	20.77			$	1,830,686
Michael Kelly			4/17/2009				2/23/2009			$	—			$	—			$	—				—				—				—				180				—			$	—			$	—
			12/31/2009				12/21/2009			$	—			$	—			$	—				—				—				200,000				—				—			$	20.77			$	1,358,613
R. Stanton Dodge			4/17/2009				2/23/2009			$	—			$	—			$	—				—				—				—				180				—			$	—			$	—
			6/30/2009				6/30/2009			$	—			$	—			$	—				—				—				—				—				200,000			$	16.21			$	1,238,402

		2009
		Performance
		Awards
Robert E. Olson		$	1,566,432.00
Roger J. Lynch		$	1,734,600.00
Michael Kelly		$	1,358,613.00

Outstanding Equity Awards at Fiscal Year-End

		Option Awards																				Stock Awards
																																		Equity
																																		Incentive
																														Equity				Plan
																														Incentive				Awards:
										Equity																				Plan				Market or
										Incentive																				Awards:				Payout
										Plan																				Number of				Value of
										Awards:																				Unearned				Unearned
		Number of				Number of				Number of																Market				Shares,				Shares,
		Securities				Securities				Securities												Number of				Value of				Units or				Units or
		Underlying				Underlying				Underlying												Shares or				Shares or				Other				Other
		Unexercised				Unexercised				Unexercised				Option								Units of				Units of				Rights				Rights That
		Options				Options				Unearned				Exercise				Option				Stock That				Stock That				That Have				Have Not
		(#)				(#)				Options				Price				Expiration				Have Not				Have Not				Not Vested				Vested (1)
Name		Exercisable				Unexercisable				(#)				($)				Date				Vested (#)				Vested ($)				(#)				($)
Charles W. Ergen			80,000				—				—			$	24.01				3/31/2013				—			$	—				—			$	—
			16,000				—				—			$	24.38				3/31/2013	(2)			—			$	—				—			$	—
			400,000				—				—			$	25.56				6/30/2014				—			$	—				—			$	—
			80,000				—				—			$	25.96				6/30/2014	(2)			—			$	—				—			$	—
			500,000				—				—			$	27.64				12/31/2014				—			$	—				—			$	—
			100,000				—				—			$	28.06				12/31/2014	(2)			—			$	—				—			$	—
			—				—				900,000			$	24.58				9/30/2015				—			$	—				—			$	—
			—				—				180,000			$	24.96				9/30/2015	(2)			—			$	—				—			$	—
			100,000				400,000				—			$	28.73				3/31/2018				—			$	—				—			$	—
			—				—				810,000			$	11.09				3/31/2017				—			$	—				—			$	—
Robert E. Olson			—				100,000				—			$	16.21				6/30/2019				—			$	—				—			$	—
			—				—				240,000			$	16.21				3/31/2017				—			$	—				—			$	—
Bernard L. Han			210,000				140,000				90,000			$	27.22				9/30/2016				—			$	—				30,000	(4)		$	623,100
			41,999				28,001				18,000			$	27.63				9/30/2016	(2)			—			$	—				6,000	(2)		$	120,840
			—				—				300,000			$	11.09				3/31/2017				—			$	—				—			$	—
			—				300,000				—			$	11.11				3/31/2019				—			$	—				—			$	—
Roger J. Lynch			—				200,000				—			$	20.77				12/31/2019				—			$	—				—			$	—
			—				—				210,000			$	20.77				3/31/2017				—			$	—				—			$	—
Michael Kelly			800,000				—				—			$	49.98				6/30/2010				—			$	—				—			$	—
			80,000				—				—			$	25.56				6/30/2014				—			$	—				—			$	—
			—				—				300,000			$	24.32				3/31/2015				—			$	—				—			$	—
			—				—				60,000			$	24.69				3/31/2015	(2)			—			$	—				—			$	—
			40,000				20,000				—			$	25.07				6/30/2015				—			$	—				—			$	—
			—				4,000				—			$	25.46				6/30/2015	(2)			—			$	—				—			$	—
			75,000				—				—			$	11.09				12/31/2013				—			$	—				—			$	—
			30,000				—				270,000			$	11.09				3/31/2017				—			$	—				—			$	—
			40,000				160,000				—			$	11.09				12/31/2018				—			$	—				—			$	—
			—				—				200,000			$	20.77				12/31/2019				—			$	—				—			$	—
R. Stanton Dodge			10,000				—				—			$	24.01				3/31/2013				—			$	—				12,500	(5)		$	259,625
			2,000				—				—			$	24.38				3/31/2013	(2)			—			$	—				2,500	(2)		$	50,350
			10,000				—				—			$	27.23				3/31/2014				—			$	—				—			$	—
			2,000				—				—			$	27.64				3/31/2014	(2)			—			$	—				—			$	—
			10,000				—				—			$	25.56				6/30/2014				—			$	—				—			$	—
			2,000				—				—			$	25.96				6/30/2014	(2)			—			$	—				—			$	—
			20,000				5,000				37,500			$	24.32				3/31/2015				—			$	—				—			$	—
			4,000				1,000				7,500			$	24.69				3/31/2015	(2)			—			$	—				—			$	—
			40,000				60,000				45,000			$	36.05				6/30/2017				—			$	—				—			$	—
			8,000				12,000				9,000			$	36.61				6/30/2017	(2)			—			$	—				—			$	—
			—				—				270,000			$	11.09				3/31/2017				—			$	—				—			$	—
			—				200,000				—			$	16.21				6/30/2019				—			$	—				—			$	—

Option Exercises and Stock Vested

		Option Awards								Stock Awards
		Number of
		Shares												Value
		Acquired on				Value Realized				Number of Shares				Realized on
		Exercise				on Exercise (1)				Acquired on				Vesting
Name		(#)				($)				Vesting (#)				($)
Charles W. Ergen			90,000			$	985,500				—			$	—
R. Stanton Dodge			30,000			$	323,700				—			$	—

Potential Payments Upon Termination Following a Change in Control

As discussed in “Compensation Discussion and Analysis” above, our standard form of option agreement given to executive officers includes acceleration of vesting upon a change in control of DISH Network for those executive officers that are terminated by us or the surviving entity, as applicable, for any reason other than for cause during the twenty-four month period following such change in control.

Generally a change in control is deemed to occur upon: (i) a transaction or a series of transactions the result of which is that any person (other than Mr. Ergen, our controlling shareholder, or a related party) individually owns more than fifty percent (50%) of the total equity interests of either (A) DISH Network or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) the first day on which a majority of the members of the Board of Directors of DISH Network are not continuing directors.

Assuming a change in control were to have taken place as of December 31, 2009, and the executives are terminated by DISH Network or the surviving entity at such date, the estimated benefits that would have been provided are as follows:

		Maximum
		Value of
		Accelerated
		Vesting of
Name		Options
Charles W. Ergen (1)		$	—
Robert E. Olson		$	456,000
Bernard L. Han		$	2,898,000
Roger J. Lynch (1)		$	—
Michael Kelly		$	1,548,800
R. Stanton Dodge		$	912,000

Director Compensation and Nonemployee Director Option Plans

Our employee directors are not compensated for their services as directors. Each nonemployee director receives an annual retainer of $40,000 which is paid in equal quarterly installments on the last day of each calendar quarter, provided such person is a member of the Board on the last day of the applicable calendar quarter. Our nonemployee directors also receive $1,000 for each meeting attended in person and $500 for each meeting attended by telephone. Additionally, the chairperson of each committee of the Board receives a $5,000 annual retainer, which is paid in equal quarterly installments on the last day of each calendar quarter, provided such person is the chairperson of the committee on the last day of the applicable calendar quarter. Furthermore, our nonemployee directors receive: (i) reimbursement, in full, of reasonable travel expenses related to attendance at all meetings of the Board of Directors and its committees and (ii) reimbursement of reasonable expenses related to educational activities undertaken in connection with service on the Board of Directors and its committees.

																		Change in
																		Pension Value
																		and
		Fees																Nonqualified
		Earned or												Non-Equity				Deferred
		Paid in				Stock				Option				Incentive Plan				Compensation				All Other
		Cash				Awards				Awards (1)				Compensation				Earnings				Compensation				Total
Name		($)				($)				($)				($)				($)				($)				($)
Steven R. Goodbarn		$	61,000			$	—			$	23,940			$	—			$	—			$	—			$	84,940
Gary S. Howard		$	57,000			$	—			$	23,940			$	—			$	—			$	—			$	80,940
Tom A. Ortolf		$	60,000			$	—			$	23,940			$	—			$	—			$	—			$	83,940

Upon election to our Board, our nonemployee directors are granted an option to acquire a certain number of our Class A Shares under our 2001 Nonemployee Director Stock Option Plan (our “2001 Director Plan,”). Options granted under our 2001 Director Plan are 100% vested upon issuance and have a term of five years. We also currently grant each continuing nonemployee director an option to acquire 5,000 Class A Shares every year in exchange for their continuing services.

Our nonemployee directors do not hold any stock awards except those granted to the nonemployee directors pursuant to the 2001 Director Plan. We have granted the following options to our nonemployee directors under such plans:

		Option Awards
		Number of
		Securities
		Underlying
		Unexercised				Option
		Options				Exercise				Option
		(#)				Price				Expiration
Name		Exercisable				($)				Date
Steven R. Goodbarn			5,000			$	25.07				6/30/2010
			1,000			$	25.46				6/30/2010	(1)
			40,000			$	22.60				12/30/2010
			8,000			$	22.94				12/30/2010	(1)
			5,000			$	25.61				6/30/2011
			1,000			$	26.01				6/30/2011	(1)
			5,000			$	36.05				6/30/2012
			1,000			$	36.61				6/30/2012	(1)
			5,000			$	29.28				6/30/2013
			5,000			$	16.21				6/30/2014
Total Options Outstanding at December 31, 2009			76,000
Gary S. Howard			50,000			$	22.60				12/30/2010
			10,000			$	22.94				12/30/2010	(1)
			5,000			$	25.61				6/30/2011
			1,000			$	26.01				6/30/2011	(1)
			5,000			$	36.05				6/30/2012
			1,000			$	36.61				6/30/2012	(1)
			5,000			$	29.28				6/30/2013
			5,000			$	16.21				6/30/2014
Total Options Outstanding at December 31, 2009			82,000
Tom A. Ortolf			10,000			$	25.07				6/30/2010
			2,000			$	25.46				6/30/2010	(1)
			40,000			$	22.60				12/30/2010
			8,000			$	22.94				12/30/2010	(1)
			5,000			$	25.61				6/30/2011
			1,000			$	26.01				6/30/2011	(1)
			5,000			$	36.05				6/30/2012
			1,000			$	36.61				6/30/2012	(1)
			5,000			$	29.28				6/30/2013
			5,000			$	16.21				6/30/2014
Total Options Outstanding at December 31, 2009			82,000

Employee Stock Incentive Plans

We have three employee stock incentive plans, our 1995 Stock Incentive Plan, 1999 Stock Incentive Plan and 2009 Stock Incentive Plan (the “Stock Incentive Plans”). We adopted the Stock Incentive Plans to provide incentives to attract and retain executive officers and other key employees. The Stock Incentive Plans are administered by our Compensation Committee.

Awards available under the Stock Incentive Plans include: (i) common stock purchase options; (ii) stock appreciation rights; (iii) restricted stock and restricted stock units; (iv) performance awards; (v) dividend equivalents; and (vi) other stock-based awards. As of December 31, 2009, 78,253,500 of our Class A Shares were available for issuance under the 2009 Stock Incentive Plan. Our authorization to grant new awards under the 1995 Stock Incentive Plan and 1999 Stock Incentive Plan has expired. The Compensation Committee retains discretion, subject to plan limits, to modify the terms of outstanding awards and to re-price awards.

As of December 31, 2009, there were outstanding options to purchase 21,861,691 Class A Shares and 1,246,284 outstanding restricted units under the Stock Incentive Plans. These awards generally vest at the rate of 20% per year commencing one year from the date of grant. The exercise prices of these options, which have generally been equal to or greater than the fair market value of our Class A Shares at the date of grant, range from $2.125 to $66.00 per Class A Share.

On November 6, 2009, we declared a dividend of $2.00 per share on our outstanding Class A and Class B common stock. The dividend was paid in cash on December 2, 2009 to shareholders of record on November 20, 2009. In light of such dividend, our Compensation Committee, which administers our Stock Incentive Plans, determined to adjust the exercise price of certain stock options issued under the plans by decreasing the exercise price by $2.00 per share; provided, that the exercise price of eligible stock options will not be reduced below $1.00. As a result of this adjustment, a majority of the stock options outstanding as of December 31, 2009 were adjusted subsequent to the year ended December 31, 2009.

As previously discussed in Compensation Discussion & Analysis, we have adopted the 2005 LTIP and the 2008 LTIP under DISH Network’s Stock Incentive Plans.

Equity Compensation Plan Information

In addition to the 2001 Director Plan and the Stock Incentive Plans, during 2002 we adopted and our shareholders approved our Class B CEO Stock Option Plan, under which we have reserved 20 million shares of our Class B Shares for issuance. The shares available for issuance under our Class B CEO Stock Option Plan are not included in the table below. No options have been granted to date under our Class B CEO Stock Option Plan.

The following table sets forth a description of our equity compensation plans as of December 31, 2009:

Number of

Number of

Securities

Securities to

Weighted-

Remaining

be Issued

Average

Available for

Upon

Exercise

Future Issuance

Exercise of

Price of

Under Equity

Outstanding

Outstanding

Compensation

Options,

Options,

Plans (excluding

Warrants

Warrants

securities

and Rights

and Rights

reflected in column (a))

Plan Category

(a)

(b) (1)

(c)

Equity compensation plans approved by security holders

23,107,875

$

21.71

79,218,500

Equity compensation plans not approved by security holders

—

—

—

Total

23,107,875

$

21.71

79,218,500