XM Radio 2008 Annual Report Download - page 133

Ms. Altman became an executive officer in September 2008, following our merger with XM, and did not
receive a long-term incentive award from us during 2008.
As a result of the decline in the price of our common stock, none of our executive officers hold any stock
options that are “in-the-money.” The Compensation Committee will consider the impact of the decline in the
price of our common stock on the value of prior long-term equity-based compensation grants, when making
decisions with respect to appropriate grant levels for 2009.
Retirement and Other Employee Benefits
We maintain broad-based benefits for all employees, including health and dental insurance, life and
disability insurance and a 401(k) plan. Our executives are eligible to participate in all of our employee benefit
plans on the same basis as other employees. Our named executive officers participate in our 401(k) Savings
Plan, including the matching and profit sharing component of that plan. We did not make any contributions to
the profit sharing component of our 401(k) Savings Plan with respect to the year ended December 31, 2008.
We do not sponsor or maintain a retirement plan or deferred compensation plan for any of our employees.
Perquisites and Other Benefits for Named Executive Officers
The Compensation Committee supports providing perquisites and other benefits to named executive
officers that are substantially the same as those offered to our other full time employees and are provided to
executives in similarly situated companies.
Payments to Named Executive Officers Upon Termination or Change-in-Control
The employment agreements we have entered into with our named executive officers provide for
severance payments and, in connection with a severance that occurs after a change-in-control, additional
payments (including tax “gross-up” payments to protect certain named executive officers from so-called
“golden parachute” excise taxes that could arise in such circumstances). These arrangements vary from
executive to executive due to individual negotiations based on executive history and individual circumstances.
We believe that these severance and change-in-control arrangements mitigate some of the risk that exists
for executives working in a nascent industry. These arrangements are intended to attract and retain qualified
executives who could have other job alternatives that may appear to them, in the absence of these
arrangements, to be less risky.
There is a possibility that we could be acquired in the future. Accordingly, we believe that severance
payments in connection with a change-in-control are necessary to enable key executives to evaluate objectively
the benefits to our stockholders of a proposed transaction, notwithstanding its potential effects on their own
job security.
Total Compensation for Named Executive Officers
The Compensation Committee’s goal is to award compensation that is reasonable when all elements of
potential compensation are considered. In making decisions with respect to any element of a named executive
officer’s compensation, the Compensation Committee considers the total compensation that may be awarded to
the officer, including salary, annual bonus, long-term incentives, perquisites and other benefits. In addition, the
Compensation Committee considers the other benefits to which the officer is entitled by his or her employment
agreement, including compensation payable upon termination of employment. In making its decisions
regarding compensation for 2008, the Compensation Committee reviewed the total compensation potentially
payable to, and the benefits accruing to, each named executive officer.
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