XM Radio 2015 Annual Report Download - page 45

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under the “Stock Awards” and the “Option Awards” columns, and in the “Grants of Plan-Based
Awards in 2015” table. The specific grants made to each executive are described in more detail
below.
In August 2015, we entered into a new employment agreement with Mr. Meyer to continue to
serve as our Chief Executive Officer. In connection with his new agreement, we granted Mr. Meyer
stock options and RSUs in an amount equal to $10,000,000 and $10,000,000, respectively. The
vesting of the stock options and RSUs is generally subject to Mr. Meyer’s continued employment
through the applicable vesting period and is described under “Outstanding Equity Awards at Fiscal
Year-End 2015.”
In July 2015, we entered into a new employment agreement with Mr. Frear to continue to serve
as our Chief Financial Officer. In connection with his new agreement, we granted Mr. Frear stock
options in an amount equal to $11,102,218. The vesting of the stock options is generally subject to
Mr. Frear’s continued employment through the applicable vesting period and is described under
“Outstanding Equity Awards at Fiscal Year-End 2015.”
In June 2015, we entered into a new employment agreement with Ms. Altman to continue to
serve as our Chief Administrative Officer. In connection with her new agreement, we granted Ms.
Altman stock options and RSUs in an amount equal to $4,125,000 and $1,375,000, respectively.
The vesting of the stock options and RSUs is generally subject to Ms. Altman’s continued
employment through the applicable vesting period and is described under “Outstanding Equity
Awards at Fiscal Year-End 2015.”
In June 2015, we entered into a new employment agreement with Mr. Cady upon his
appointment as our Executive Vice President, Operations, Products and Connected Vehicle. In
connection with his new agreement, we granted Mr. Cady stock options and RSUs in an amount
equal to $1,500,000 and $500,000, respectively. The vesting of the stock options and RSUs is
generally subject to Mr. Cady’s continued employment through the applicable vesting period and is
described under “Outstanding Equity Awards at Fiscal Year-End 2015.”
In December 2015, we entered into a new employment agreement with Mr. Verbrugge upon his
appointment as our Executive Vice President, Sales and Development. In connection with his new
agreement, we granted Mr. Verbrugge stock options and RSUs in an amount equal to $3,750,000
and $1,250,000, respectively. In connection with our long-term incentive program, in August 2015,
we also granted Mr. Verbrugge stock options and RSUs in an amount equal to $937,514 and
$312,502, respectively. The vesting of the stock options and RSUs is generally subject to Mr.
Verbrugge’s continued employment through the applicable vesting period and is described under
“Outstanding Equity Awards at Fiscal Year-End 2015.”
2015 Compensation Snapshot: Compensation of Our Chief Executive Officer
The material terms of Mr. Meyer’s employment agreement are described below under “Potential
Payments or Benefits Upon Termination or Change in Control—Employment Agreements—James E.
Meyer.”
The terms of Mr. Meyer’s employment were established by negotiations between Mr. Meyer
and the Chairman of our board of directors in consultation with the Compensation Committee. The
Compensation Committee believes that Mr. Meyer’s qualifications and experience are well suited to
our needs, and that his compensation, including the base salary and equity components, is, taken
as a whole, appropriate under the circumstances.
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