XM Radio 2008 Annual Report Download - page 158

longer, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion
the manner of calculating the Performance Criteria it selects to use for such performance period.
Amendments
Our board of directors may amend the Plan from time to time without further approval by our
stockholders, except where (i) the amendment would materially increase the benefits accruing to participants
under the Plan, (ii) the amendment would materially increase the number of securities which may be issued
under the Plan, (iii) the amendment would materially modify the requirements for participation in the Plan, or
(iv) stockholder approval is required by applicable law or Nasdaq rules and regulations, and provided that no
such action that would adversely affect the rights of any participant with respect to awards previously granted
under the Plan will be effective without the participant’s consent.
Transferability
Each award, and each right under any award, will be exercisable only by the participant during the
participant’s lifetime, or, if permissible under applicable law, by the participant’s guardian or legal representa-
tive, and no award may be sold, assigned, pledged, attached, alienated or otherwise transferred or encumbered
by a participant, other than by will or by the laws of descent and distribution, and any such purported sale,
assignment, pledge, attachment, alienation, transfer or encumbrance will be void and unenforceable against us
or any affiliate; provided that the designation of a beneficiary will not constitute a sale, assignment, pledge,
attachment, alienation, transfer or encumbrance.
Adjustments
The number and kind of shares covered by outstanding awards under the Plan and, if applicable, the prices
per share applicable thereto, are subject to adjustment in the event of dividend or other distribution (whether in
the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other
securities of ours, issuance of warrants or other rights to purchase our shares or other securities, or other
corporate transaction or event. In the event of any such transaction, the Committee may, in its discretion, adjust
to prevent dilution or enlargement of benefits (i) the number of our shares or other securities (or number and
kind of other securities or property) with respect to which awards may be granted, (ii) the number of our shares
or other securities of (or number and kind of other securities or property) subject to outstanding awards, and
(iii) the grant or exercise price with respect to any award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding award in consideration for the cancellation of such award, which, in the
case of options and SARs will equal the excess, if any, of the fair market value of the shares subject to such
options or SARs over the aggregate exercise price or grant price of such options or SARs.
Change of Control
Unless otherwise provided in an award agreement, if there is a change of control of us (as defined in the
Plan) and the resulting entity assumes, converts or replaces the outstanding awards under the Plan, any
management objectives will be deemed to have been satisfied at target as of the date of the change of control
and the awards will become fully vested upon the participant’s involuntary termination of employment without
cause, or resignation with good reason for certain employees, during the two year period immediately
following the change of control. On the other hand, if the resulting entity does not assume, convert or replace
awards outstanding under the Plan, the awards will become fully vested and no longer be subject to any
restrictions, and any management objectives will be deemed to have been satisfied at target, upon the change
of control.
Withholding Taxes
A participant may be required to pay to us, and we will have the right and are authorized to withhold
from any award, from any payment due or transfer made under any award or under the Plan or from any
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