XM Radio 2008 Annual Report Download - page 183

(c) Share Certificates. Shares or other securities of the Company or any Affiliate delivered under the
Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and
any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(d) Withholding. (i) A Participant may be required to pay to the Company or any Affiliate, and the
Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any
payment due or transfer made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any
applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award
or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such taxes.
(ii) Without limiting the generality of clause (i) above, a Participant may satisfy, in whole or in part, the
foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any
pledge or other security interest and which have been owned by the Participant for at least six months) with a
Fair Market Value equal to such withholding liability or by having the Company withhold from the number of
Shares otherwise issuable pursuant to the exercise of the option a number of Shares with a Fair Market Value
equal to such withholding liability.
(e) Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement which shall
be delivered to the Participant and shall specify the terms and conditions of the Award and any rules
applicable thereto, including but not limited to the effect on such Award of the death, disability or termination
of employment or service of a Participant and the effect, if any, of such other events as may be determined by
the Committee.
(f) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the
Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may,
but need not, provide for the grant of options, restricted stock, Shares and other types of Awards provided for
hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either
generally applicable or applicable only in specific cases.
(g) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the
right to be retained in the employ of, or in any consulting relationship to, or as a director on the Board or
board of directors, as applicable, of, the Company or any Affiliate. Further, the Company or an Affiliate may
at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any
liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award Agreement
or any applicable employment contract or agreement.
(h) No Rights as Stockholder. Subject to the provisions of the applicable Award, no Participant or holder
or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed
under the Plan until he or she has become the holder of such Shares. Notwithstanding the foregoing, in
connection with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what
extent the Participant shall not be entitled to the rights of a stockholder in respect of such Restricted Stock.
(i) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of
New York, applied without giving effect to its conflict of laws principles.
(j) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall
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