XM Radio 2013 Annual Report Download - page 44

Potential Payments or Benefits Upon Termination or Change-in-Control
Employment Agreements
We have entered into employment agreements with each of our named executive officers that contain
provisions regarding payments or benefits upon a termination of employment. We do not have any provisions in
any of our employment agreements for the named executive officers that provide for any special payments solely
in the event of a change-in-control. Under the terms of 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 shall be subject to
accelerated vesting.
James E. Meyer
On December 18, 2012, Mr. Meyer was appointed our Chief Executive Officer on an interim basis. In
connection with this appointment, we entered into an amendment to our existing employment agreement with
Mr. Meyer that extended the term of his employment agreement to October 31, 2013, and restored his base salary
to $1,300,000 from $1,100,000, the amount that Mr. Meyer was scheduled to receive under the terms of his
existing employment agreement and that he had previously waived.
In April 2013, in connection with Mr. Meyer’s appointment as our Chief Executive Officer on a non-interim
basis, we entered into a new employment agreement with Mr. Meyer to continue to serve as our Chief Executive
Officer through October 31, 2015. The employment agreement provided for an increase in Mr. Meyer’s base
salary from $1,300,000 to $1,550,000, subject to approved increases, and obligates us to offer Mr. Meyer a three-
year consulting agreement upon the expiration of his employment agreement on October 31, 2015. Mr. Meyer is
also entitled to participate in any bonus plans generally offered to our executive officers, with an annual target
bonus opportunity of 200% of his annual base salary.
If Mr. Meyer’s employment is terminated without “cause” or he terminates his employment for “good
reason” (each as described in his employment agreement), then subject to his execution of a release of claims and
his compliance with certain restrictive covenants, we are obligated to continue his health benefits for 18 months
and his life insurance benefits for one year, and pay him on the 60th day following the termination of his
employment a lump sum payment equal to Mr. Meyer’s annual base salary plus the amount of $6,600,000 as
consideration for a consulting agreement for a period of three years, and the greater of (x) a bonus equal to 60%
of his then annual base salary or (y) the prior year’s bonus actually paid to him. We are also obligated to pay
Mr. Meyer any earned but unpaid bonus for the year prior to the year of his termination, and a prorated bonus for
the year in which his employment is terminated.
Scott A. Greenstein
In July 2013, we entered into a new employment agreement with Scott A. Greenstein to continue to serve as
our President and Chief Content Officer through July 22, 2016. The employment agreement provides for an
annual base salary of $1,250,000, subject to approved increases. Mr. Greenstein is also entitled to participate in
any bonus plans generally offered to our executive officers, with an annual target bonus opportunity of 150% of
his annual base salary.
In the event Mr. Greenstein’s employment is terminated by us without “cause” or he terminates his
employment for “good reason” (each as described in his employment agreement), subject to his execution of a
release of claims and his compliance with certain restrictive covenants, we are obligated to pay him a lump sum
payment equal to his then annual base salary and the cash value of the bonus last paid or payable to him in
respect of the fiscal year preceding the fiscal year in which the termination occurs, and to continue his health and
life insurance benefits for one year.
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