XM Radio 2008 Annual Report Download - page 179

(c) Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement,
the Committee shall determine, at the grant of a Stock Appreciation Right, the term, methods of exercise,
methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right. The
Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it
shall deem appropriate.
SECTION 8. Restricted Stock and Restricted Stock Units.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine
the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the number
of Shares of Restricted Stock and/or the number of Restricted Stock Units to be granted to each Participant,
the duration of the period during which, and the conditions, if any, under which, the Restricted Stock and
Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards.
(b) Transfer Restrictions. Shares of Restricted Stock and Restricted Stock Units may not be sold,
assigned, transferred, pledged or otherwise encumbered, except, in the case of Restricted Stock, as provided in
the Plan or the applicable Award Agreements. Unless otherwise directed by the Committee, (i) certificates
issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited
by such Participant, together with a stock power endorsed in blank, with the Company, or (ii) Shares of
Restricted Stock shall be held at the Company’s transfer agent in book entry form with appropriate restrictions
relating to the transfer of such Shares of Restricted Stock. Upon the lapse of the restrictions applicable to such
Shares of Restricted Stock, the Company shall, as applicable, either deliver such certificates to the Participant
or the Participant’s legal representative or the transfer agent shall remove the restrictions relating to the
transfer of such Shares.
(c) Payment. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share.
Restricted Stock Units shall be paid in cash, Shares, other securities or other property, as determined in the
sole discretion of the Committee, upon the lapse of the restrictions applicable thereto, or otherwise in
accordance with the applicable Award Agreement. Dividends paid on any Shares of Restricted Stock shall be
paid directly to the Participant, withheld by the Company subject to vesting of the Restricted Stock pursuant
to the terms of the applicable Award Agreement, or may be reinvested in additional Shares of Restricted Stock
or in additional Restricted Stock Units, as determined by the Committee in its sole discretion.
SECTION 9. Performance Awards.
(a) Grant. The Committee shall have sole authority to determine the Participants who shall receive a
“Performance Award”, which shall consist of a right which is (i) denominated in cash or Shares, (ii) valued, as
determined by the Committee, in accordance with the achievement of such Performance Goals during such
Performance Periods as the Committee shall establish, and (iii) payable at such time and in such form as the
Committee shall determine.
(b) Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the Performance Goals to be achieved during any Performance Period, the length
of any Performance Period, the amount of any Performance Award and the amount and kind of any payment
or transfer to be made pursuant to any Performance Award.
(c) Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments
following the close of the Performance Period as set forth in the Award Agreement on the date of grant.
SECTION 10. Other Stock-Based Awards.
(a) General. The Committee shall have authority to grant to Participants an “Other Stock-Based
Award”, which shall consist of any right which is (i) not an Award described in Sections 6 through 9 above
and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference
to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into
Shares), as deemed by the Committee to be consistent with the purposes of the Plan; provided that any such
rights must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the
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