XM Radio 2012 Annual Report Download - page 48

Potential Payments and Benefits
The following table describes the potential payments and benefits under the named executive officers’
agreements and our stock incentive plans to which they would have been entitled if a termination of employment
or change-in-control had occurred as of December 30, 2012:
Name Triggering Event
Lump Sum
Severance
Payment
($)
Accelerated
Equity
Vesting(1)
($)
Continuation of
Insurance
Benefits(2)
($)
Excise Tax
Gross-Up
($)
Total
($)
James E. Meyer ..........Termination due to death or
disability — 14,889,363 — — 14,889,363
Termination without cause or
for good reason 3,050,000 14,889,363 33,734 — 17,973,097
Scheduled retirement(3) 6,100,000 — 56,500 — 6,156,500
Termination without cause or
for good reason following
change-in-control 3,050,000 16,771,691 33,734 — 19,855,425
Scott A. Greenstein .......Termination due to death or
disability — 17,424,505 — — 17,424,505
Termination without cause or
for good reason 2,250,000 17,424,505 22,630 — 19,697,135
Termination without cause or
for good reason following
change-in-control 2,250,000 17,424,505 22,630 — 19,697,135
Dara F. Altman ..........Termination due to death or
disability — 7,031,250 — — 7,031,250
Termination without cause or
for good reason 1,275,000 7,031,250 22,630 — 8,328,880
Termination without cause or
for good reason following
change-in-control 1,275,000 8,972,099 22,630 — 10,269,729
Patrick L. Donnelly .......Termination due to death or
disability — 14,960,969 — — 14,960,969
Termination without cause or
for good reason 1,625,000 14,960,969 22,630 — 16,608,599
Termination without cause or
for good reason following
change-in-control 1,625,000 16,216,043 22,630 — 17,863,673
David J. Frear ............Termination without cause or
for good reason — 9,120,000 — — 9,120,000
Termination without cause or
for good reason 1,950,000 9,120,000 22,630 — 11,092,630
Termination without cause or
for good reason following
change-in-control 1,950,000 12,507,634 22,630 — 14,480,264
(1) Amounts were calculated based on the closing price on the NASDAQ Global Select Market of our common
stock on December 31, 2012 of $2.89. 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.
(2) Assumes that medical and dental benefits would be continued under COBRA for up to 18 months at current
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.
(3) Refers to scheduled retirement in October 2013 pursuant to the terms of Mr. Meyer’s employment agreement.
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