XM Radio 2014 Annual Report Download - page 78

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made in accordance with administrative guidelines established by the Committee to ensure that
such deferrals comply with all applicable requirements of Section 409A of the Code.
(p) Headings. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.
SECTION 17. Compliance with Section 409A of the Code.
(a) To the extent applicable, it is intended that this Plan and any grants made hereunder
comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of
Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made
hereunder shall be administered in a manner consistent with this intent. Any reference in this Plan
to Section 409A of the Code will also include any regulations or any other formal guidance
promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal
Revenue Service.
(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right
to subject any deferred compensation (within the meaning of Section 409A of Code) payable under
this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code,
any deferred compensation (within the meaning of Section 409A of the Code) payable to a
Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced
by, or offset against, any amount owing by a Participant to the Company or any of its Affiliates.
(c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A
of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A
of the Code and using the identification methodology selected by the Company from time to time)
and (ii) the Company shall make a good faith determination that an amount payable hereunder
constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment
of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of
the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company
shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, with
interest, on the earlier of the first business day of the seventh month or death.
(d) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of
the uncertainty with respect to the proper application of Section 409A of the Code, the Company
shall amend this Plan and grants hereunder as the Company deems necessary or desirable to
avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a
Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that
may be imposed on a Participant or for a Participant’s account in connection with this Plan and
grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither
the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold a
Participant harmless from any or all of such taxes or penalties.
SECTION 18. Term of the Plan.
(a) Effective Date. This Plan shall be effective as of the date of its approval by the Board (the
“Effective Date”), subject to approval of the Plan by the stockholders of the Company. No grants
will be made under the Existing Plans on or after the date this Plan is first approved by the
stockholders of the Company, except that outstanding awards granted under the Existing Plans
continue unaffected following such date.
(b) Expiration Date. No grant will be made under this Plan more than ten years after the
Effective Date, but all grants made on or prior to such date will continue in effect thereafter subject
to the terms thereof and of this Plan.
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