XM Radio 2008 Annual Report Download - page 25

based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other
terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based
awards granted under the 2003 Plan are generally subject to a vesting requirement. Stock option awards are granted
with an exercise price equal to the market price of our common stock at the date of grant and expire no later than ten
years from the date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock
upon vesting.
As of December 31, 2008, approximately 96,557,000 shares of our common stock were available for grant
under the 2003 Plan. During the year ended December 31, 2008, employees exercised 117,442 stock options at
exercise prices ranging from $1.45 to $3.36 per share, resulting in proceeds to us of $208.
2007 Stock Incentive Plan
XM Holdings maintains a 2007 Stock Incentive Plan (the “2007 Plan”) under which officers, other employees
and other key individuals of XM may be granted various types of equity awards, including restricted stock, stock
units, stock options, stock appreciation rights, dividend equivalent rights and other stock awards. Stock option
awards under the 2007 Plan generally vest ratably over three years based on continuous service; while restricted
stock generally vests ratably over one or three years based on continuous service. Stock option awards are granted
with an exercise price equal to the market price of our common stock at the date of grant and expire no later than ten
years from the date of grant. Grants of equity awards other than stock options or stock appreciation rights reduce the
number of shares available for future grant by 1.5 times the number of shares granted under such equity awards. In
connection with the Merger, the shares available for future grant under the 2007 Plan were adjusted using a
conversion factor of 4.6 SIRIUS shares for 1 XM Holdings share. Since the Merger, there have been no grants of
awards from the 2007 Plan. As of December 31, 2008, there were 62,102,063 shares available for future grant under
the 2007 Plan.
1998 Shares Award Plan
XM Holdings maintains a 1998 Shares Award Plan (the “1998 Plan”) under which employees, consultants and
non-employee directors of XM were granted stock options and restricted stock awards. Stock option awards and
restricted stock awards under the 1998 Plan generally vest ratably over three years based on continuous service.
Stock option awards are generally granted with an exercise price equal to the market price of our common stock at
the date of grant and expire no later than ten years from the date of grant. The 1998 Plan terminated in June 2008 and
shares are no longer available for future grant.
XM Talent Option Plan
XM Holdings maintains a Talent Option Plan (the “Talent Plan”) under which non-employee programming
consultants to XM may be granted stock options awards. Stock option awards under the Talent Plan generally vest
ratably over three years based on continuous service. Stock option awards are generally granted with an exercise
price equal to the market price of our common stock at the date of grant and expire no later than ten years from the
date of grant. In connection with the Merger, the shares available for future grant under the Talent Plan were
adjusted using a conversion factor of 4.6 SIRIUS shares for 1 XM share. Since the Merger, there have been no grants
of awards from the Talent Plan. As of December 31, 2008, there were 1,564,000 options available under the Talent
Plan for future grant.
As of December 31, 2008, approximately 185,368,000 stock options, shares of restricted stock and restricted
stock units were outstanding under all of our plans.
Contractual Cash Commitments
For a discussion of our “Contractual Cash Commitments” refer to Note 16 of to the consolidated financial
statements included elsewhere in this Annual Report and Proxy Statement.
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