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SIRIUS XM RADIO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(warrants in thousands)
Average
Exercise
Price
Expiration
Date
Number of
Warrants
Outstanding
December 31,
2012 2011
NFL ....................................... $2.50 March 2015 16,667 16,718
Ford ....................................... $3.00 October 2012 — 4,000
Other distributors and programming providers ...... $3.00 June 2014 1,788 1,788
Total ..................................... 18,455 22,506
In February 2011, Daimler AG exercised 16,500,000 warrants to purchase shares of common stock on a net
settlement basis, resulting in the issuance of 7,122,951 shares of our common stock. In October 2012, the
4,000,000 Ford warrants expired.
Rights Plan
In April 2009, our board of directors adopted a rights plan. The terms of the rights and the rights plan are set
forth in a Rights Agreement dated as of April 29, 2009 (the “Rights Plan”). The Rights Plan was intended to act
as a deterrent to any person or group acquiring 4.9% or more of our outstanding common stock (assuming for
purposes of this calculation that all of our outstanding convertible preferred stock was converted into common
stock) without the approval of our board of directors. The Rights Plan expired on August 1, 2011.
(14) Benefit Plans
We recognized share-based payment expense of $63,822, $51,622 and $54,585 for the years ended
December 31, 2012, 2011 and 2010, respectively.
2009 Long-Term Stock Incentive Plan
In May 2009, our stockholders approved the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan
(the “2009 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards
under the 2009 Plan. The 2009 Plan provides for the grant of stock options, restricted stock, restricted stock units
and other stock-based awards that the compensation committee of our board of directors may deem appropriate.
Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the
awards. Stock-based awards granted under the 2009 Plan are generally subject to a vesting requirement. Stock-
based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to
receive one share of common stock upon vesting. As of December 31, 2012, approximately 143,243,000 shares
of common stock were available for future grants under the 2009 Plan.
Other Plans
We maintain four other share-based benefit plans — the XM 2007 Stock Incentive Plan, the Amended and
Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the XM 1998 Shares Award Plan and the
XM Talent Option Plan. No further awards may be made under these plans.
F-31