XM Radio 2012 Annual Report Download - page 44

Option Exercises and Stock Vested in 2012
The following table provides information with respect to option exercises and restricted stock and restricted
stock units that vested during 2012.
Option Awards Stock Awards
Name
Number of
Shares Acquired
on Exercise
(#)
Value Realized
on Exercise
($)(1)
Number of Shares
Acquired on
Vesting
(#)
Value Realized
on Vesting
($)
James E. Meyer ............. 16,446,904 31,125,224 — —
Mel Karmazin .............. 120,000,000 244,348,176 — —
Scott A. Greenstein .......... 13,884,068 28,650,916 — —
Dara F. Altman ............. 3,646,900 4,233,515 — —
Patrick L. Donnelly .......... 8,259,664 12,222,689 — —
David J. Frear ............... 3,933,650 5,392,626 — —
(1) Value realized on exercise is based on the gain equal to the difference between the closing price on the
NASDAQ Global Select Market of the stock acquired upon exercise on the exercise date less the exercise
price, multiplied by the number of options exercised.
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 or Benefits 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 or benefits upon a termination of employment or change of control.
James E. Meyer
In October 2009, we entered into an employment agreement with James E. Meyer. The employment
agreement provided for an initial base salary of $950,000 with specified increases to $1,100,000 in January 2010,
$1,200,000 in May 2011, and $1,300,000 in June 2012. In 2010, Mr. Meyer waived the increases in his base
salary that were scheduled to take effect in May 2011 and June 2012 under his employment agreement.
We have entered into several amendments of the employment agreement with Mr. Meyer. In February 2011,
we entered into an amendment that changed the date that Mr. Meyer may elect to retire from April 2011 to May
2012, delayed a previously scheduled increase in Mr. Meyer’s base salary from May 1, 2012 to June 1, 2012 and
eliminated our obligation to offer Mr. Meyer a one-year consulting agreement upon expiration of his employment
agreement or upon his retirement. In March 2012, we entered into another amendment to the employment
agreement with Mr. Meyer that changed the date that he may elect to retire from May 2012 to May 2013.
On December 18, 2012, Mr. Meyer was appointed our Chief Executive Officer. In connection with his
appointment as Chief Executive Officer, we entered into an amendment to our existing employment agreement
with Mr. Meyer. This amendment extended the term of his employment agreement to October 31, 2013;
increased his base salary from $1,100,000 to $1,300,000, the amount that Mr. Meyer was scheduled to receive
under the terms of his existing employment agreement and that he had previously waived; and changed the date
that he may elect to retire from May 2013 to October 2013. Our agreement with Mr. Meyer, as amended,
provides that if his employment terminates after another person is appointed as our Chief Executive Officer, then
Mr. Meyer will be entitled to an additional bonus to reflect his contributions in an amount determined by the
Compensation Committee.
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