XM Radio 2014 Annual Report Download - page 48

2009 Long-Term Stock Incentive Plan
All of our named executive officers had outstanding equity awards as of December 31, 2014
that were granted under the 2009 Plan. Under the terms of the 2009 Plan, the outstanding equity
awards granted to the named executive officers are subject to potential accelerated vesting upon
termination without “cause” by the company or termination by the executive for “good reason”
during a two year period following a “change of control” (each as defined in the 2009 Plan), to the
extent outstanding awards granted under the 2009 Plan are either assumed, converted or replaced
by the resulting entity in the event of a change of control.
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 31, 2014:
Name Triggering Event
Lump Sum
Severance
Payment
($)
Accelerated
Equity
Vesting(1)
($)
Continuation of
Insurance
Benefits
($)(2)
Excise Tax
Gross-Up
($)
Total
($)
James E. Meyer(3) ..... Termination due to death or
disability 6,600,000 5,472,747 — — 12,072,747
Termination without cause or
for good reason 12,870,000 5,472,747 25,817 — 18,368,564
Termination without cause or
for good reason following a
change in control 12,870,000 5,472,747 25,817 — 18,368,564
Scott A. Greenstein.... Termination due to death or
disability — 932,092 — — 932,092
Termination without cause or
for good reason 2,950,000 932,092 25,207 — 3,907,299
Termination without cause or
for good reason following a
change in control 2,950,000 932,092 25,207 — 3,907,299
Patrick L. Donnelly .... Termination due to death or
disability — 945,945 — — 945,945
Termination without cause or
for good reason 2,000,000 945,945 37,397 — 2,983,342
Termination without cause or
for good reason following a
change in control 2,000,000 945,945 37,397 — 2,983,342
David J. Frear . . . ...... Termination due to death or
disability — 5,480,000 — — 5,480,000
Termination without cause or
for good reason 2,300,000 5,480,000 25,207 — 7,805,207
Termination without cause or
for good reason following a
change in control 2,300,000 5,480,000 25,207 — 7,805,207
Enrique Rodriguez(4) . . . Termination due to death or
disability — 947,226 — — 947,226
Termination without cause or
for good reason 1,575,000 947,226 24,512 — 2,546,738
Termination without cause or
for good reason following
change-in-control 1,511,818 1,214,976 24,512 — 2,751,306
(1) Amounts were calculated based on the closing price on NASDAQ of our common stock on
December 31, 2014 of $3.50. 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. The accelerated vesting of RSUs is valued at
the closing price times the number of shares of RSUs.
41