XM Radio 2009 Annual Report Download - page 27

his employment in 2010. Each of Ms. Altman and Messrs. Donnelly, Frear and Meyer received a long-term
incentive award in the form of stock options as part of a broad-based grant to employees in August 2009.
Retirement and Other Employee Benefits
We maintain broad-based benefits for all employees, including health and dental insurance, life and
disability insurance and a 401(k) plan. Our executives are eligible to participate in all of our employee benefit
plans on the same basis as other employees. Our named executive officers participate in our 401(k) Savings
Plan, including the matching and profit sharing component of that plan. We did not make any contributions to
the profit sharing component of our 401(k) Savings Plan with respect to the year ended December 31, 2009.
We do not sponsor or maintain any other retirement or deferred compensation plans for any of our employees.
Perquisites and Other Benefits for Named Executive Officers
The Compensation Committee supports providing perquisites and other benefits to named executive
officers that, except as to Mr. Meyer, are substantially the same as those offered to our other full time
employees and are provided to executives in similarly situated companies. In addition, as Mr. Meyer’s
principal residence is in Indianapolis, Indiana, we reimburse Mr. Meyer for the reasonable costs of an
apartment in the New York metropolitan area and other incidental living expenses, up to a maximum of
$5,000 per month for rent. We also reimburse Mr. Meyer for the reasonable costs of coach class air-fare from
his home in Indianapolis, Indiana, to our offices in New York City. We also pay Mr. Meyer an additional
amount to hold him harmless as a result of any federal, state or New York City income taxes imputed in
respect of the expenses we reimburse him for.
Payments to Named Executive Officers Upon Termination or Change-in-Control
The employment agreements we have entered into with our named executive officers provide for
severance payments and, in connection with a severance that occurs after a change-in-control, additional
payments (including tax “gross-up” payments to protect the named executive officers from so-called “golden
parachute” excise taxes that could arise in such circumstances). These arrangements vary from executive to
executive due to individual negotiations based on each executive’s history and individual circumstances.
We believe that these change-in-control arrangements mitigate some of the risk that exists for executives
working in our industry. These arrangements are intended to attract and retain qualified executives who could
have other job alternatives that may appear to them, in the absence of these arrangements, to be less risky.
There is a possibility that we could be acquired in the future. Accordingly, we believe that severance
payments in connection with a change-in-control are necessary to enable key executives to evaluate objectively
the benefits to our stockholders of a proposed transaction, notwithstanding its potential effects on their own
job security.
Total Compensation for Named Executive Officers
The Compensation Committee’s goal is to award compensation that is reasonable when all elements of
potential compensation are considered. In making decisions with respect to any element of a named executive
officer’s compensation, the Compensation Committee considers the total compensation that may be awarded to
the officer, including salary, annual bonus, long-term incentives, perquisites and other benefits. In addition, the
Compensation Committee considers the other benefits to which the officer is entitled by his or her employment
agreement, including compensation payable upon termination of employment. In making its decisions
regarding compensation for 2009, the Compensation Committee reviewed the total compensation potentially
payable to, and the benefits accruing to, each named executive officer.
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