XM Radio 2013 Annual Report Download - page 36

reimbursed for the reasonable costs of coach class air-fare from his home to our various offices, along with
reasonable hotel and meal expenses. The costs of these benefits for Mr. Rodriguez constitute less than 10% of his
total compensation.
Payments to Named Executive Officers Upon Termination or Change-in-Control
The employment agreements with our named executive officers provide for severance payments upon an
involuntary termination of employment without “cause” or for “good reason” (as each term is defined in their
employment agreement). These arrangements vary from executive to executive due to individual negotiations
based on each executive’s history and individual circumstances. None of the employment agreements for the
named executive officers provide for any special payments solely due to a change-in-control. Under the terms of
the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), if the employment of any of our
named executive officers is terminated by us without cause, or by the executive for good reason, within two years
following a change-in-control, then in accordance with the Plan, their equity awards are subject to accelerated
vesting.
We believe that these severance arrangements mitigate some of the risk that exists for executives working in
our highly competitive industry. These arrangements are intended to attract and retain qualified executives who
could have other job alternatives that may appear to them, in the absence of these arrangements, to be less risky,
and such arrangements allow the executives to focus exclusively on our interests.
Fiscal Year 2013 Pay Implications
2013 Base Salary Decisions
We have entered into employment agreements with each of our named executive officers.
In December 2012, we entered into an amendment to our then-existing employment agreement with
Mr. Meyer, pursuant to which he was appointed as our Chief Executive Officer. In connection with his
appointment, Mr. Meyer’s base salary was reinstated from $1,100,000 to $1,300,000, the amount that Mr. Meyer
was scheduled to receive under the terms of his then-existing employment agreement and that he had previously
waived. In April 2013, we entered into a new employment agreement with Mr. Meyer in connection with his
appointment as our Chief Executive Officer on a non-interim basis. In connection with this employment
agreement his base salary was increased from $1,300,000 to $1,550,000.
In February 2013, Mr. Greenstein’s base salary was restored from $1,000,000 to $1,250,000, the amount
that he was entitled to receive in 2012 under the terms of his then-existing employment agreement and that he
had waived.
In connection with his appointment as our Executive Vice President, Operations and Products, from Group
Vice President in August 2013, we entered into a new employment agreement with Mr. Rodriguez pursuant to
which the Compensation Committee approved an increase in his base salary from $475,000 to $625,000.
In connection with his appointment as our Executive Vice President, Sales and Automotive, from Group
Vice President, General Manager, Automotive Division, in August 2013, we entered into a new employment
agreement with Mr. Cook pursuant to which the Compensation Committee approved an increase in his base
salary from $450,000 to $600,000.
There was no base salary increase in 2013 for Mr. Frear.
Payment of Performance-Based Discretionary Annual Bonuses for 2013
In 2013, the Compensation Committee again adopted, under the Plan, a bonus program designed to qualify
as “performance-based compensation” within the meaning of Section 162(m) (the “NEO Bonus Plan”). Pursuant
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