XM Radio 2009 Annual Report Download - page 37

Director Compensation Table for 2009
The following table provides compensation information for the year ended December 31, 2009 for each
of our non-employee directors. Directors who are employees do not receive compensation for their services as
directors.
Name
Fee Earned or
Paid in Cash
($)
Stock
Awards(2)
($)
Option
Awards(3)(4)
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value of
Non-Qualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
Joan L. Amble ............. 80,000 — 70,000 — — — 150,000
Leon D. Black ............. — — 70,000 — — — 70,000
David J. Flowers(1) ......... 25,000 — 70,000 — — — 95,000
Lawrence F. Gilberti ......... 70,000 — 70,000 — — — 140,000
Eddy W. Hartenstein ......... 50,000 — 70,000 — — — 120,000
James P. Holden ............ 50,000 — 70,000 — — — 120,000
Chester A. Huber, Jr. ........ — — — — — — —
Gregory B. Maffei(1) ........ 37,500 — 70,000 — — — 107,500
John C. Malone(1) .......... 25,000 — 70,000 — — — 95,000
John W. Mendel ............ — — — — — — —
James F. Mooney ........... 60,000 — 70,000 — — — 130,000
Jack Shaw ................ 50,000 — 70,000 — — — 120,000
(1) Amount reflects service for partial year.
(2) Directors were not awarded restricted stock units in 2009. At December 31, 2009, the aggregate number
of unvested restricted stock units outstanding for each director was as follows: Ms. Amble — 0;
Mr. Black — 47,425; Mr. Flowers — 0; Mr. Gilberti — 140,672; Mr. Hartenstein — 0; Mr. Holden —
140,672; Mr. Huber — 0; Mr. Maffei — 0; Mr. Malone — 0; Mr. Mendel — 0; Mr. Mooney — 92,070; and
Mr. Shaw — 0. The directors acquired the restricted stock units held by them as part of our former director
compensation program. These restricted stock units will vest on the first anniversary of the date the person
ceases to be a director.
(3) The aggregate grant date fair value of stock option awards was computed in accordance with ASC 718,
Compensation-Stock Compensation. The assumptions used in the valuation are discussed in Note 13 to our
audited consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2009.
(4) In 2009, directors, other than Messrs. Huber and Mendel, were each awarded 214,237 options at an exer-
cise price of $0.35 per share with a grant date fair value of $50,459, and 53,973 options at an exercise
price of $0.54 per share with a grant date fair value of $19,541. At December 31, 2009, the aggregate
number of option awards outstanding for each director was as follows: Ms. Amble — 1,210,447;
Mr. Black — 1,217,860; Mr. Flowers — 268,210; Mr. Gilberti — 1,227,860; Mr. Hartenstein — 1,256,447;
Mr. Holden — 1,257,860; Mr. Huber — 0; Mr. Maffei — 268,210; Mr. Malone — 268,210; Mr. Mendel —
0; Mr. Mooney — 1,217,860; and Mr. Shaw — 1,302,447.
Mr. Huber and Mr. Mendel, who were or are employees of General Motors and American Honda,
respectively, have elected to forgo all compensation paid to directors.
As chairman of the board of directors, Mr. Hartenstein will receive an annual cash retainer of $100,000.
The other members of our board of directors each receive a cash annual retainer of $50,000. In addition, each
member receives $70,000 in the form of options to purchase our common stock which are granted the business
day following each year’s annual meeting of stockholders. All options to purchase common stock awarded to
our directors vest over a four-year period, with 25% vesting on each anniversary of the date of grant; provided
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