XM Radio 2014 Annual Report Download - page 46

Potential Payments or Benefits Upon Termination or Change-in-Control
Employment Agreements
We have entered into employment agreements with each of our named executive officers that
contain provisions regarding payments or benefits upon a termination of employment. We do not
have any provisions in any of our employment agreements for the named executive officers that
provide for any special payments solely in the event of a change in control.
James E. Meyer
On December 18, 2012, Mr. Meyer was appointed our Chief Executive Officer on an interim
basis. In connection with this appointment, we entered into an amendment to our existing
employment agreement with Mr. Meyer that extended the term of his employment agreement to
October 31, 2013, and restored his base salary to $1,300,000 from $1,100,000, the amount that
Mr. Meyer was scheduled to receive under the terms of his existing employment agreement and
that he had previously waived.
In April 2013, in connection with Mr. Meyer’s appointment as our Chief Executive Officer on a
non-interim basis, we entered into a new employment agreement with Mr. Meyer to continue to
serve as our Chief Executive Officer through October 31, 2015. The employment agreement
provided for an increase in Mr. Meyer’s base salary from $1,300,000 to $1,550,000, subject to
approved increases, and obligates us to offer Mr. Meyer a three-year consulting agreement upon
the expiration of his employment agreement on October 31, 2015. Mr. Meyer is also entitled to
participate in any bonus plans generally offered to our executive officers, with an annual target
bonus opportunity of 200% of his annual base salary.
If Mr. Meyer’s employment is terminated by us without “cause” or he terminates his
employment for “good reason” (each as described in his employment agreement), then subject to
his execution of a release of claims and his compliance with certain restrictive covenants, we are
obligated to continue his health benefits for 18 months and his life insurance benefits for one year,
and pay him on the 60th day following the termination of his employment a lump sum equal to
Mr. Meyer’s annual base salary plus the amount of $6,600,000 as consideration for a consulting
agreement for a period of three years, and the greater of (x) a bonus equal to 60% of his then
annual base salary or (y) the prior year’s bonus actually paid to him. We are also obligated to pay
Mr. Meyer any earned but unpaid bonus for the year prior to the year of his termination, and a
prorated bonus for the year in which his employment is terminated.
Scott A. Greenstein
In July 2013, we entered into a new employment agreement with Scott A. Greenstein to
continue to serve as our President and Chief Content Officer through July 22, 2016. The
employment agreement provides for an annual base salary of $1,250,000, subject to approved
increases. Mr. Greenstein is also entitled to participate in any bonus plans generally offered to our
executive officers, with an annual target bonus opportunity of 150% of his annual base salary.
In the event Mr. Greenstein’s employment is terminated by us without “cause” or he terminates
his employment for “good reason” (each as described in his employment agreement), subject to his
execution of a release of claims and his compliance with certain restrictive covenants, we are
obligated to pay him a lump sum equal to his then annual base salary and the cash value of the
bonus last paid or payable to him in respect of the fiscal year preceding the fiscal year in which the
termination occurs, and to continue his health and life insurance benefits for one year.
Patrick L. Donnelly
In January 2014, we entered into a new employment agreement with Patrick L. Donnelly to
continue to serve as our Executive Vice President, General Counsel and Secretary through
January 13, 2017. The agreement provides for the continuation of his current annual base salary of
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