XM Radio 2014 Annual Report Download - page 68

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SECTION 3. Administration. (a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan and applicable law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant
and designate those Awards which shall constitute Performance Compensation Awards;
(iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or methods by which Awards may be
settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other property, and other
amounts payable with respect to an Award (subject to Section 162(m) of the Code with respect to
Performance Compensation Awards) shall be deferred either automatically or at the election of the
holder thereof or of the Committee (in each case consistent with Section 409A of the Code);
(vii) interpret, administer or reconcile any inconsistency, correct any defect, resolve ambiguities
and/or supply any omission in the Plan, any Award Agreement, and any other instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive
such rules and regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (ix) establish and administer Performance Goals and certify whether, and
to what extent, they have been attained; and (x) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of the Plan.
(b) Unless otherwise expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Award, and any stockholder.
(c) The mere fact that a Committee member shall fail to qualify as a “Non-Employee Director”
or “outside director” within the meaning of Rule 16b-3 and Section 162(m) of the Code,
respectively, shall not invalidate any Award made by the Committee which Award is otherwise
validly made under the Plan.
(d) No member of the Committee shall be liable to any Person for any action or determination
made in good faith with respect to the Plan or any Award hereunder.
(e) With respect to any Performance Compensation Award granted to a Covered Employee
(within the meaning of Section 162(m) of the Code) under the Plan, the Plan shall be interpreted
and construed in accordance with Section 162(m) of the Code.
(f) The Committee may from time to time delegate all or any part of its authority under this
Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the
Committee will be deemed to be references to such subcommittee. In addition, subject to applicable
law, the Committee may delegate to one or more officers of the Company the authority to grant
Awards to Participants who are not officers or directors of the Company subject to Section 16 of
the Exchange Act or Covered Employees (within the meaning of Section 162(m) of the Code).
SECTION 4. Shares Available for Awards.
(a) Shares Available.
(i) Subject to adjustment as provided in Section 4(b), the aggregate number of Shares with
respect to which Awards may be granted from time to time under the Plan shall in the aggregate
not exceed, at any time, 400 million; provided, that, subject to adjustment as provided in Section
4(b), the aggregate number of Shares with respect to which Incentive Stock Options may be
granted under the Plan shall be 75 million. Subject to adjustment as provided in Section 4(b), the
maximum number of Shares with respect to which Options and Stock Appreciation Rights may be
granted to any single Participant in any fiscal year shall be 75 million and the maximum number of
Shares which may be paid to a Participant in the Plan in connection with the settlement of any
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