XM Radio 2009 Annual Report Download - page 36

In the event that any payment we make, or benefit we provide, to Mr. Frear would require him to pay an
excise tax under Section 280G of the Internal Revenue Code, we have agreed to pay Mr. Frear 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.
Potential Payments
If a triggering event and/or termination of employment had occurred as of December 31, 2009, we
estimate that the value of the benefits under the employment agreements would have been as follows:
Name Conditions for Payouts
Lump Sum
Severance
Payment
($)
Accelerated
Equity
Vesting(1)
($)
Continuation of
Insurance
Benefits(2)
($)
Tax
Gross-Up
($)
Total
($)
Mel Karmazin . . . . . . . Upon change-in-control or upon
termination due to death or
disability — 20,400,000 — — 20,400,000
Termination without cause or for
good reason 3,750,000 20,400,000 54,317 — 24,204,317
Scott A. Greenstein . . . Termination due to death or
disability — 4,720,583 — — 4,720,583
Termination without cause or for
good reason 850,000 4,720,583 17,569 — 5,588,152
James E. Meyer . . . . . . Termination due to death or
disability — 156,147 — — 156,147
Termination without cause or for
good reason 1,520,000 624,588 28,093 — 2,172,681
Termination for scheduled
retirement 3,040,000 — 38,258 — 3,078,258
Dara F. Altman . . . . . . Termination due to death or
disability — 167,440 — — 167,440
Termination without cause or for
good reason 1,383,628 — 49,447 — 1,433,075
Patrick L. Donnelly . . . Upon change-in-control or upon
termination due to death or
disability — 55,001 — — 55,001
Termination without cause or for
good reason 525,000 — 17,569 — 542,569
David J. Frear . . . . . . . Upon change-in-control or upon
termination due to death or
disability — 120,000 — — 120,000
Termination without cause or for
good reason 750,000 — 17,569 — 767,569
(1) Amounts were calculated based on the closing price of our common stock on December 31, 2009 of
$0.60. The accelerated vesting of options is valued at (a) the difference between the closing price and the
exercise price of the options multiplied by (b) the number of shares of common stock underlying the
options. The accelerated vesting of restricted stock and restricted stock units is valued at the closing price
times the number of shares of restricted stock and restricted stock units.
(2) Assumes that medical and dental benefits would be continued under COBRA for up to 18 months at cur-
rent rates; thereafter assumes rate of two times current employer costs unless otherwise indicated in the
employment agreement. Assumes that life insurance would be continued at rate of two times current
employer cost.
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