XM Radio 2008 Annual Report Download - page 173

Appendix C
SIRIUS XM RADIO INC.
2009 LONG-TERM STOCK INCENTIVE PLAN
SECTION 1. Purpose. The purposes of this Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan
are to promote the interests of Sirius XM Radio Inc. and its stockholders by (i) attracting and retaining
employees and directors of, and consultants to, the Company and its Affiliates, as defined below; (ii) motivating
such individuals by means of performance-related incentives to achieve longer-range performance goals; and
(iii) enabling such individuals to participate in the long-term growth and financial success of the Company.
SECTION 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth
below:
“Affiliate” shall mean any entity (i) that, directly or indirectly, is controlled by, controls or is under
common control with, the Company or (ii) in which the Company has a significant equity interest, in either
case as determined by the Committee.
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit Award, Performance Award, Other Stock-Based Award or Performance Compensation Award made or
granted from time to time hereunder.
“Award Agreement” shall mean any written agreement, contract, or other instrument or document
evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.
“Board” shall mean the Board of Directors of the Company.
“Cause” as a reason for a Participant’s termination of employment or service shall have the meaning
assigned such term in the employment, severance or similar agreement, if any, between the Participant and the
Company or an Affiliate. If the Participant is not a party to an employment, severance or similar agreement
with the Company or an Affiliate in which such term is defined, then unless otherwise defined in the
applicable Award Agreement, “Cause” shall mean: (i) the intentional engagement in any acts or omissions
constituting dishonesty, breach of a fiduciary obligation, wrongdoing or misfeasance, in each case, in
connection with a Participant’s duties or otherwise during the course of a Participant’s employment or service
with the Company or an Affiliate; (ii) the commission of a felony or the indictment for any felony, including,
but not limited to, any felony involving fraud, embezzlement, moral turpitude or theft; (iii) the intentional and
wrongful damaging of property, contractual interests or business relationships of the Company or an Affiliate;
(iv) the intentional and wrongful disclosure of secret processes or confidential information of the Company or
an Affiliate in violation of an agreement with or a policy of the Company or an Affiliate; (v) the continued
failure to substantially perform the Participant’s duties for the Company or an Affiliate; (vi) current alcohol or
prescription drug abuse affecting work performance; (vii) current illegal use of drugs; or (viii) any intentional
conduct contrary to the Company’s or an Affiliate’s written policies or practices.
“Change of Control” shall mean the occurrence of any of the following: (i) the sale, lease, transfer,
conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the
assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act), (ii) any person or group is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all
shares that any such person has the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting
stock of the Company, including by way of merger, consolidation or otherwise or (iii) during any period of
two consecutive years, individuals who at the beginning of such period constituted the Board (together with
any new directors whose election by such Board or whose nomination for election by the stockholders of the
Company was approved by a vote of a majority of the directors of the Company, then still in office, who were
either directors at the beginning of such period or whose election or nomination for election was previously so
approved, but excluding any director whose initial assumption of office is in connection with an actual or
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