XM Radio 2009 Annual Report Download - page 22

Our board of directors has also adopted a Code of Ethics, which is applicable to all our directors and
employees, including our chief executive officer, principal financial officer and principal accounting officer.
Our Code of Ethics is available on our website at http://investor.sirius.com and in print to any stockholder
who requests it from our Corporate Secretary. If we amend or waive the Code of Ethics with respect to our
directors, chief executive officer, principal financial officer or principal accounting officer, we will post the
amendment or waiver at this location on our website.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis, or “CD&A,” is organized into the following sections:
• Introduction;
• Overall program objectives and processes;
• Elements of the executive compensation program for our named executive officers (the six executive
officers named in our summary compensation table); and
• Other arrangements and policies relating to our executive compensation program.
Introduction
We have designed our executive compensation program to (1) support our corporate strategy and business
by rewarding performance, (2) retain and recruit highly qualified and effective executive talent, and (3) create
a strong performance alignment with stockholders’ interests. We have achieved these objectives through a
compensation program consisting primarily of three elements: base salary, performance-based annual bonus
and equity compensation.
Changes in market conditions and our business caused us to make adjustments to our compensation
program in 2008 and 2009. Key matters addressed by the Compensation Committee in 2009 with respect to
the compensation of our named executive officers included the following:
• new employment agreements with Messrs. Karmazin, Greenstein, Meyer and Donnelly, providing for
increases in their base salaries effective in 2010 and grants of options related to the execution of the
agreements;
• cancellation of our discretionary annual bonus program for 2008;
• determination of our discretionary annual bonuses for 2009; and
• creation of a retention-based short-term incentive program during 2009 as a means to retain employees
while conserving cash.
As economic conditions change, we will continue to respond with innovation and flexibility, as needed, to
advance our objectives of motivating, attracting and retaining high-quality employees.
Overall Program Objectives and Processes
Program Objectives
We strive to attract, motivate and retain high-quality executives by providing total compensation that is
performance-based and competitive with the various markets and industries in which we compete for talent.
We strive to provide incentives to advance the interests of stockholders and deliver levels of compensation that
are commensurate with performance. We have designed our executive compensation program to:
• support our corporate strategy and business plan by clearly communicating goals and objectives to
executives and by rewarding achievement;
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