XM Radio 2009 Annual Report Download - page 33

Option Exercises and Stock Vested in 2009
The following table provides information with respect to option exercises and restricted stock and
restricted stock units that vested during 2009.
Name
Number of
Shares Acquired
on Exercise
(#)
Value Realized
on Exercise
($)
Number of Shares
Acquired on
Vesting
(#)
Value Realized
on Vesting
($)
Option Awards Stock Awards
Mel Karmazin .............. — — 600,000 388,080
Scott A. Greenstein .......... — — 2,475,811 1,195,998
James E. Meyer ............. — — 2,910,872 1,406,805
Dara F. Altman ............. — — 1,804,731 817,738
Patrick L. Donnelly .......... — — 1,835,596 876,171
David J. Frear .............. — — 2,134,552 989,878
Non-Qualified Deferred Compensation and Pension Benefits
We do not offer non-qualified deferred compensation or pension benefits to our named executive officers.
Potential Payments Upon Termination or Change-in-Control
Employment Agreements
We have entered into an employment agreement with each of our named executive officers that contains
provisions regarding payments upon a termination or change of control.
Mel Karmazin
In June 2009, we amended our employment agreement with Mel Karmazin. The amendment (i) extended
the term of his employment agreement through December 31, 2012, (ii) increased his base salary from
$1,250,000 per year to $1,500,000 per year beginning on January 1, 2010, and (iii) provided for the grant of
an option to purchase 120,000,000 shares of our common stock, at an exercise price of $0.430 per share (the
closing price of our common stock on the date of the amendment).
These options vest in equal installments on each of December 31, 2010, December 31, 2011, June 30,
2012 and December 31, 2012. The vesting of these stock options accelerate upon the termination of
Mr. Karmazin’s employment by us without cause, by him for good reason, upon his death or disability and in
the event of a change of control. These options will generally expire on December 31, 2014; provided that if
the parties subsequently agree to extend the term of his employment agreement through December 31, 2013 or
later, then the term of these options will automatically extend until the later of (i) December 31, 2015 and
(ii) the date that is one year following the date that such new employment agreement expires, but no later than
the 10th anniversary of the date of grant.
In the event Mr. Karmazin’s employment is terminated by us without cause, or by Mr. Karmazin for good
reason, his unvested stock options will vest and become exercisable, and he will receive his current base salary
for the remainder of the term, any earned but unpaid annual bonus, a pro rata portion of his target bonus for
the year in which the termination occurs (if established) and health and life insurance benefits for the
remainder of the term.
In the event that any payment we make, or benefit we provide, to Mr. Karmazin would require him to
pay an excise tax under Section 280G of the Internal Revenue Code, we have agreed to pay Mr. Karmazin the
amount of such tax and such additional amount as may be necessary to place him in the exact same financial
position that he would have been in if the excise tax was not imposed.
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