XM Radio 2013 Annual Report Download - page 46

2009 Long-Term Stock Incentive Plan
All of our named executive officers have outstanding equity awards as of December 31, 2013 that were
granted under the Plan. Under the terms of the Plan, the outstanding 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, to the
extent outstanding awards granted under the Plan 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, 2013:
Name Triggering Event
Lump Sum
Severance
Payment
($)
Accelerated
Equity
Vesting(1)
($)
Continuation of
Insurance
Benefits(2)
($)
Excise Tax
Gross-Up
($)
Total
($)
James E. Meyer(3) .....Termination due to death or
disability 6,600,000 5,361,609 — — 11,961,609
Termination without cause or
for good reason 10,150,000 5,361,609 35,055 — 15,546,664
Scott A. Greenstein ....Termination due to death or
disability — 929,429 — — 929,429
Termination without cause or
for good reason 2,625,000 929,429 23,646 — 3,578,075
Stephen R. Cook ......Termination due to death or
disability — 944,520 — — 944,520
Termination without cause or
for good reason 1,075,000 944,520 22,954 — 2,042,474
Termination without cause or
for good reason following
change-in-control 1,075,000 2,900,770 22,954 — 3,998,724
David J. Frear ........Termination due to death or
disability — 10,880,000 — — 10,880,000
Termination without cause or
for good reason 2,050,000 10,880,000 23,646 — 12,953,646
Termination without cause or
for good reason following
change-in-control 2,050,000 12,283,000 23,646 — 14,356,646
Enrique Rodriguez .....Termination due to death or
disability — 944,520 — — 944,520
Termination without cause or
for good reason 825,000 944,520 22,954 — 1,792,474
Termination without cause or
for good reason following
change-in-control 825,000 1,339,770 22,954 — 2,187,724
(1) Amounts were calculated based on the closing price on the NASDAQ Global Select Market of our common
stock on December 31, 2013 of $3.49. 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 restricted stock units is valued at the
closing price times the number of shares of restricted stock units.
(2) Assumes that health benefits would be continued under COBRA for up to 18 months at current rates.
Assumes that life insurance would be continued at rate of two times current employer cost.
(3) 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 the bonuses for such year are
paid to other senior executives. This potential payment is not reflected in the table above.
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