XM Radio 2015 Annual Report Download - page 55

2015 Sirius XM Holdings Inc. Long-Term Stock Incentive Plan. Under the terms of these Plans, the
outstanding unvested 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 Plans), to the extent outstanding awards granted under these Plans 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, 2015:
Name Triggering Event
Severance
Payment(1)
($)
Accelerated
Equity
Vesting(2)
($)
Continuation of
Insurance
Benefits
($)(3) Total
($)
James E. Meyer(4) ......... Termination due to death or disability 6,600,000 12,693,382 — 19,293,382
Termination without cause or for good
reason 14,400,000 12,693,382 28,072 27,121,454
Termination without cause or for good
reason following a change in control 14,400,000 12,693,382 28,072 27,121,454
David J. Frear............. Termination due to death or disability — 1,710,000 — 1,710,000
Termination without cause or for good
reason 2,800,000 1,710,000 27,395 4,537,395
Termination without cause or for good
reason following a change in control 2,800,000 1,710,000 27,395 4,537,395
Dara F. Altman............ Termination due to death or disability — 2,466,251 — 2,466,251
Termination without cause or for good
reason 1,650,000 2,466,251 40,612 4,156,863
Termination without cause or for good
reason following a change in control 1,650,000 2,466,251 40,612 4,156,863
James A. Cady(5) .......... Termination due to death or disability — 738,704 — 738,704
Termination without cause or for good
reason 300,000 738,704 9,104 1,047,808
Termination without cause or for good
reason following change-in-control 300,000 1,407,907 9,104 1,717,011
Joseph A. Verbrugge ...... Termination due to death or disability — 1,514,448 — 1,514,448
Termination without cause or for good
reason 925,000 1,514,448 26,568 2,466,016
Termination without cause or for good
reason following a change in control 925,000 3,110,336 26,568 4,061,904
(1) Any severance payments dues to Messrs. Meyer and Frear and Ms. Altman are required to be
paid in a lump sum. The employment agreements with Messrs. Cady and Verbrugge require us
to pay any severance in the form of salary continuation and to pay any amounts due on account
of their bonus on the date that bonuses are customarily paid to other employees.
(2) Amounts were calculated based on the closing price on NASDAQ of our common stock on
December 31, 2015 of $4.07. 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 multiplied by the number of shares of RSUs.
(3) Assumes that health benefits would be continued under COBRA for eighteen months for
Mr. Meyer and Ms. Altman, twelve months for Messrs. Frear and Verbrugge and six months for
Mr. Cady.
(4) Mr. Meyer is also eligible to receive a prorated bonus for the year in which his employment is
terminated. Payment is based on actual performance for such year and payable at such time as
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