XM Radio 2013 Annual Report Download - page 45

Stephen R. Cook
In August 2013, we entered into a new employment agreement with Stephen R. Cook to serve as our
Executive Vice President, Sales and Automotive, with an annual base salary of $600,000, subject to approved
increases. Mr. Cook 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. Cook’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 Mr. Cook a lump sum equal
to his annual base salary as of the date of the termination and 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 insurance
benefits for one year.
David J. Frear
In July 2011, we entered into an 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” (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 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.
Enrique Rodriguez
In August 2013, we entered into a new employment agreement with Enrique Rodriguez to serve as our
Executive Vice President, Operations and Products, with an annual base salary of $625,000, subject to approved
increases. Mr. Rodriguez 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. Rodriguez’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 his annual
base salary for one year and an amount equal to 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 insurance benefits for one
year.
2003 Long-Term Stock Incentive Plan
Messrs. Meyer, Greenstein and Frear also have outstanding options as of December 31, 2013 that were
granted under our 2003 Long-Term Stock Incentive Plan. Under the 2003 Long-Term Stock Incentive Plan, the
outstanding equity awards granted to these named executive officers are subject to potential accelerated vesting
upon a change of control. In addition, Mr. Frear’s award agreements relating to options and restricted stock units
granted to him in February 2008 under the 2003 plan provide that such equity awards are subject to potential
accelerated vesting upon his death and disability. All of the outstanding options granted under the 2003 plan were
vested as of December 31, 2013, and, therefore, are not included in the table of potential payments and benefits
below.
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