UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF~~

~~THE~~PURSUANT ~~SECURITIES~~TO ~~EXCHANGE~~SECTION ~~ACT~~13 OR 15(D) OF ~~1934~~THE

~~December~~SECURITIES ~~27,~~EXCHANGE ~~2010~~ACT ~~(December~~OF ~~23, 2010)~~1934

~~(Date~~February 15, of2011 ~~Report~~ (~~date~~February of13, ~~earliest event reported~~2011))

(Date of Report (Date of earliest event reported))

Hughes Communications, Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware	~~001-33040~~	13001-~~3871202~~33040	13-3871202
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employee IdentificationNumber)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
11717 Exploration Lane Germantown, Maryland 20876
11717 Exploration Lane Germantown, Maryland			20876
(Address of principal executive office and Zip code
(Address of principal executive offices)			(Zip Code)

(301) 428-5500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 -– Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~February 2313, ~~2010~~2011, in connection with the pending acquisition of Hughes Communications, Inc., a Delaware corporation (the “Company”), ~~entered~~by ~~into~~EchoStar ~~amendments~~Corporation, ~~(collectively~~a Nevada corporation, the Company adopted Change of Control Bonus Programs for the benefit of its named executive officers (each, a “~~Amendments~~Bonus Program”). Pursuant to each Bonus Program, upon a change of control of the ~~employment~~Company ~~agreements~~(a ~~with~~“Change of Control”), including an acquisition by an individual or group of more than 50% of the voting power of the Company or certain mergers or consolidations of the Company, up to two cash payments (each, a “Bonus”) will be made to each of ~~its~~the Company’s named executive officers (each an “Executive” and collectively, the “~~Employment Agreements~~Executives”) in order to compensate them for their efforts to consummate the sale of the Company. The ~~Amendments~~amount ~~amend~~of ~~the~~each ~~Employment~~Bonus ~~Agreements~~paid to: each Executive is calculated based on the price per share of the Company’s common stock, par value $0.001 per share, realized in the Change of Control.

·Provided ~~Substitute~~that the ~~current~~Executive ~~severance~~remains ~~payment~~employed toby bethe ~~made~~Company toor ~~the~~has ~~executive~~been ~~upon~~terminated ~~the~~without ~~termination~~cause, offor ~~the~~good ~~executive’s~~reason ~~employment~~or ~~with~~by ~~the~~reason ~~Company~~of ~~without~~death or ~~Cause~~disability, ora ~~voluntarily~~Bonus ~~for~~will ~~Good~~be ~~Reason~~paid ~~(each~~within as10 ~~defined~~days infollowing the ~~Employment~~consummation ~~Agreements)~~of ~~with~~the aChange ~~payment~~of ~~based~~Control onas afollows: ~~multiplier~~$5.35 ofmillion ~~the~~to ~~sum~~Pradman ofP. Kaul, the ~~executive~~Company’s ~~then~~Chief ~~current~~Executive ~~base~~Officer ~~salary~~ and ~~target~~President; ~~annual~~$2.4 ~~bonus~~million ~~amount~~to T. ~~The~~Paul ~~multiplier~~Gaske, ~~used~~an Executive isVice ~~3.0~~President ~~for~~of ~~Pradman~~the ~~Kaul,~~Company; 2$1.09 ~~for~~million T.to ~~Paul~~Grant ~~Gaske~~A. Barber, the Company’s Executive Vice President and Chief Financial Officer; $1.59 ~~for~~million ~~each~~to Adrian Morris, an Executive Vice President of ~~Grant~~the ~~Barber,~~Company; ~~Bahram~~and $1.9 million to Bahram Pourmand, ~~and~~an ~~Adrian~~Executive ~~Morris~~Vice President of the Company.

·In ~~Upon~~addition, within 6 months following the ~~termination~~consummation of the ~~executive’s~~Change of ~~employment~~Control ~~with~~(provided ~~the~~that ~~Company~~on ~~without~~the ~~Cause~~date orof ~~voluntarily~~such ~~for~~payment ~~Good~~the ~~Reason~~Executive ~~provide~~remains aemployed ~~reimbursement~~by ~~payment~~the toCompany ~~the~~or ~~executive~~has onbeen ~~the~~terminated ~~last~~without ~~day~~cause, offor ~~each~~good ~~month~~reason ~~for~~or ~~which~~by ~~the~~reason ~~executive~~of isdeath ~~eligible~~or disability), ~~elects~~a second Bonus, ~~and~~equal ~~pays~~in ~~for~~amount ~~COBRA~~to ~~continuation~~the ~~coverage~~first Bonus, will be paid.

·The ~~Extend~~obligations of the ~~Restricted~~Company ~~Period~~to ~~(as~~make ~~defined~~payments inunder ~~the~~each ~~Employment~~Bonus ~~Agreements)~~Program ~~during~~are ~~which~~contractual ~~the~~only, ~~executive~~and all such payments will ~~not~~be ~~compete~~made ~~with~~from the ~~Company~~general toassets beof 3the ~~years~~Company. ~~for~~Each ~~Pradman~~Bonus ~~Kaul,~~Program 2will ~~years~~terminate ~~for~~on T.December ~~Paul~~31, ~~Gaske~~2011 ~~and~~if ~~1.5~~a ~~years~~Change ~~for each~~ of ~~Grant~~Control ~~Barber,~~has ~~Bahram~~not ~~Pourmand~~been ~~and~~consummated ~~Adrian~~by ~~Morris~~such date.

In addition, the Amendments make other changes necessary to cause the Employment Agreements to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and to provide for a cutback of payments that would be considered parachute payments under Section 280G of the Code, except where payment would result in the best net after tax position of the executive in respect of such payments. Except as expressly modified by the Amendments, all other terms and provisions of the Employment Agreements remain unchanged and in full force and effect. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendments.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hughes Communications, Inc.
			HUGHES COMMUNICATIONS, INC.
Date: December 27, 2010	By:	/s/ Dean A. Manson
Date: February 15, 2011			By:	/s/ Dean A. Manson
	Name:	Dean A. Manson
				Name: Dean A. Manson
	Title:	Senior Vice President,
				Title: Senior Vice President, General Counsel and Secretary
		General Counsel and Secretary

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