XM Radio 2014 Annual Report Download - page 52

individual participant in connection with the settlement of awards intended to qualify as
“performance-based compensation” under Section 162(m) of the Code in respect of a single
performance period may not exceed 75 million (or the cash equivalent of such shares). Share
numbers are subject to potential adjustment as described in the 2015 Plan.
The Plan provides that shares underlying awards that expire or are forfeited or cancelled, or
shares that were covered by an award the benefit of which is paid in cash instead of shares, will
again be available for issuance under the 2015 Plan. The following shares will also be added back
to the aggregate Plan limit: (i) shares tendered or used in payment of the option price; and
(ii) shares withheld by us to satisfy a tax withholding obligation.
Subject to the 2015 Plan’s share counting rules, common stock covered by awards granted
under the 2015 Plan will not be counted as used unless and until the shares are actually issued or
transferred. However, common stock issued or transferred under awards granted under the 2015
Plan in substitution for or conversion of, or in connection with an assumption of, stock options,
SARs, restricted stock, RSUs or other stock or stock-based awards held by awardees of an entity
engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not
count against (or be added back to) the aggregate share limit or other Plan limits described above.
Additionally, shares available under certain plans that we or our subsidiaries may assume in
connection with corporate transactions from another entity may be available for certain awards
under the 2015 Plan, under circumstances further described in the 2015 Plan, but will not count
against the aggregate share limit or other Plan limits described above. The various limits described
above are subject to potential adjustment as described in the 2015 Plan.
Plan Administration
The Plan is administered by the Committee. The Committee generally may select eligible
employees to whom awards are granted, determine the types of awards to be granted and the
number of shares covered by awards and set the terms and conditions of awards. The Committee’s
determinations and interpretations under the 2015 Plan will be binding on all interested parties. The
Committee may delegate to a subcommittee or to officers certain authority with respect to the
granting of awards other than awards to certain officers and directors as specified in the 2015 Plan.
Eligibility
Awards may be made by the Committee to any of our employees or consultants, or to
employees or consultants of our affiliates, or non-employee directors who are members of our
board of directors or the board of directors of our affiliates; provided that ISOs may only be granted
to our employees or employees of certain of our affiliates. Currently, there are approximately 2,100
individuals whom we believe would be eligible to participate in the 2015 Plan subject to any
necessary approvals by the Committee.
No Repricing Without Shareholder Approval
Except in connection with a corporate transaction or other adjustment event described in the
2015 Plan, repricing of underwater options and SARs and the cancellation of options and SARs in
exchange for cash, other awards or options or SARs with an exercise or grant price that is less
than the exercise price or grant price of the applicable option or SAR is prohibited without
stockholder approval under the 2015 Plan.
Types of Awards Under the 2015 Plan
Stock Options. Option rights may be granted that entitle the optionee to purchase shares of our
common stock at a price not less than (except with respect to Substitute Awards described below)
fair market value at the date of grant, and may be ISOs, nonqualified stock options, or
combinations of the two. Stock options granted under the 2015 Plan will be subject to such terms
and conditions, including exercise price and conditions and timing of exercise, as may be
determined by the Committee and specified in the applicable award agreement. Payment in respect
45