XM Radio 2012 Annual Report Download - page 46

Dara F. Altman
In August 2011, we entered into a new employment agreement with Dara F. Altman to continue to serve as
our Executive Vice President and Chief Administrative Officer through August 22, 2015. This employment
agreement provides for an annual base salary of $500,000, subject to approved increases.
If Ms. Altman’s employment is terminated without cause or she terminates her employment for good
reason, subject to an execution of a release of claims, we are obligated to pay her a lump sum payment equal to
her then annual base salary and the cash value of the bonus last paid or payable to her in respect of the preceding
fiscal year and to continue her health and life insurance benefits for one year.
In the event that any payment we make, or benefit we provide, to Ms. Altman would require her to pay an
excise tax under Section 280G of the Internal Revenue Code, we have agreed to pay Ms. Altman the amount of
such tax and any additional amount as may be necessary to place her in the exact same financial position that she
would have been in if the excise tax was not imposed.
Patrick L. Donnelly
In January 2010, we entered into a new employment agreement with Patrick L. Donnelly to continue to
serve as our Executive Vice President, General Counsel and Secretary, through January 13, 2014. The
employment agreement provides for an annual base salary in 2010 of $575,000, subject to specified increases to
no less than $625,000 in January 2011, $675,000 in January 2012, and $725,000 in January 2013. Mr. Donnelly
waived the increases in his base salary that were scheduled to take effect in January 2011 and 2012 under his
employment agreement.
If Mr. Donnelly’s employment is terminated without cause or he terminates his employment for good
reason, subject to an execution of a release of claims, we are obligated to pay him a lump sum payment equal to
his then annual salary and the cash value of the bonus last paid or payable to him in respect of the preceding
fiscal year and to continue his health and life insurance benefits for one year.
In the event that any payment we make, or benefit we provide, to Mr. Donnelly would require him to pay an
excise tax under Section 280G of the Internal Revenue Code, we have agreed to pay Mr. Donnelly the amount of
such tax and any 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.
David J. Frear
In July 2011, we entered into a new employment agreement with David J. Frear to continue to serve as our
Executive Vice President and Chief Financial Officer through July 20, 2015. The employment agreement
provides for an annual base salary of $850,000, subject to approved increases.
If Mr. Frear’s employment is terminated without cause or he terminates his employment for good reason,
subject to his execution of a release of claims, we are obligated to pay him a lump sum equal to his annual salary
as of the date of the termination and the cash value of the bonus last paid or payable to him in respect of the
preceding fiscal year and to continue his health and life insurance benefits for one year.
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.
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