XM Radio 2008 Annual Report Download - page 182

SECTION 13. Change of Control.
(a) Except as otherwise provided in an Award Agreement or by the Committee in a written resolution at
the date of grant, to the extent outstanding Awards granted under this Plan are not assumed, converted or
replaced by the resulting entity in the event of a Change of Control, all outstanding Awards that may be
exercised shall become fully exercisable, all restrictions with respect to outstanding Awards shall lapse and
become vested and non-forfeitable, and any specified Performance Goals with respect to outstanding Awards
shall be deemed to be satisfied at target.
(b) Except as otherwise provided in an Award Agreement or by the Committee in a written resolution at
the date of grant or thereafter, to the extent outstanding Awards granted under this Plan are assumed, converted
or replaced by the resulting entity in the event of a Change of Control, (i) any outstanding Awards that are
subject to Performance Goals shall be converted by the resulting entity as if target performance had been
achieved as of the date of the Change of Control, (ii) each Performance Award or Performance Compensation
Award with service requirements shall continue to vest with respect to such requirements during the remaining
period set forth in the Award Agreement, and (iii) all other Awards shall continue to vest (and/or the
restrictions thereon shall continue to lapse) during the remaining period set forth in the Award Agreement.
(c) Except as otherwise provided in an Award Agreement or by the Committee in a written resolution at
the date of grant or thereafter, to the extent outstanding Awards granted under this Plan are either assumed,
converted or replaced by the resulting entity in the event of a Change of Control, if a Participant’s employment
or service is terminated without Cause by the Company or an Affiliate or a Participant terminates his or her
employment or service with the Company or an Affiliate for Good Reason (if applicable), in either case,
during the two year period following a Change of Control, all outstanding Awards held by the Participant that
may be exercised shall become fully exercisable and all restrictions with respect to outstanding Awards shall
lapse and become vested and non-forfeitable.
(d) Notwithstanding anything in this Plan or any Award Agreement to the contrary, to the extent any
provision of this Plan or an Award Agreement would cause a payment of deferred compensation that is subject
to Section 409A of the Code to be made upon the occurrence of (i) a Change of Control, then such payment
shall not be made unless such Change of Control also constitutes a “change in ownership”, “change in
effective control” or “change in ownership of a substantial portion of the Company’s assets” within the
meaning of Section 409A of the Code or (ii) a termination of employment or service, then such payment shall
not be made unless such termination of employment or service also constitutes a “separation from service”
within the meaning of Section 409A of the Code. Any payment that would have been made except for the
application of the preceding sentence shall be made in accordance with the payment schedule that would have
applied in the absence of a Change of Control or termination of employment or service, but disregarding any
future service or performance requirements.
SECTION 14. General Provisions.
(a) Nontransferability.
(i) Each Award, and each right under any Award, shall be exercisable only by the Participant during the
Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or
representative.
(ii) No Award may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered
by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale,
assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against
the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale,
assignment, alienation, pledge, attachment, transfer or encumbrance.
(b) No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award,
and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The
terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need
not be the same with respect to each Participant (whether or not such Participants are similarly situated).
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