XM Radio 2014 Annual Report Download - page 53

of the exercise of an option granted under the 2015 Plan may be made (i) in cash or its equivalent,
or (ii) by exchanging shares owned by the optionee (which are not the subject of any pledge or
other security interest and which have been owned by such optionee for at least six months), or
(iii) subject to such rules as may be established by the Committee and applicable law, either
through delivery of irrevocable instructions to a broker to sell the shares being acquired upon
exercise of the option and to deliver promptly to us an amount equal to the aggregate exercise
price or (iv) subject to any conditions or limitation established by the Committee, by having us
withhold from shares otherwise deliverable an amount equal to the aggregate option exercise price,
or (v) by a combination of the foregoing, or (vi) by such other methods as may be approved by the
Committee, provided that the combined value of all cash and cash equivalents and the fair market
value of such shares so tendered to us or withheld as of the date of such tender or withholding is
at least equal to the aggregate exercise price of the option. No stock option may be exercisable
more than 10 years from the date of grant.
Stock Appreciation Rights. SARs granted under the 2015 Plan will be subject to such terms
and conditions, including grant price and the conditions and limitations applicable to exercise
thereof, as may be determined by the Committee and specified in the applicable award agreement.
SARs may be granted in tandem with another award, in addition to another award, or freestanding
and unrelated to another award. A SAR will entitle the participant to receive an amount equal to the
excess of the fair market value of a share on the date of exercise of the SAR over the grant price
thereof (which may not be (except with respect to Substitute Awards described below) less than fair
market value on the date of grant). The Committee, in its sole discretion, will determine whether a
SAR will be settled in cash, shares or a combination of cash and shares. No SAR may be
exercisable more than 10 years from the date of grant. At the discretion of the Committee, SARs
may, but need not be, intended to qualify as performance-based compensation.
Restricted Stock and Restricted Stock Units. Restricted stock and RSUs granted under the
2015 Plan will be subject to such terms and conditions, including the duration of the period during
which, and the conditions, if any, under which, the restricted stock and RSUs may be forfeited to
us, as may be determined by the Committee in its sole discretion. Each RSU will have a value
equal to the fair market value of a share of our common stock. RSUs will be paid in cash, shares,
other securities or other property, as determined by the Committee in its sole discretion, upon or
after the lapse of the restrictions applicable thereto or otherwise in accordance with the applicable
award agreement. Dividends paid on any restricted stock or dividend equivalents paid on any RSUs
will be paid directly to the participant, withheld by us subject to vesting of the restricted stock or
RSUs under the terms of the applicable award agreement, or may be reinvested in additional
restricted stock or in additional RSUs, as determined by the Committee in its sole discretion.
Performance Awards. Performance awards granted under the 2015 Plan will consist of a right
which is (i) denominated in cash or shares, (ii) valued, as determined by the Committee, in
accordance with the achievement of such performance goals during such performance periods as
the Committee will establish, and (iii) payable at such time and in such form as the Committee
determines. Subject to the terms of the 2015 Plan and any applicable award agreement, the
Committee will determine the performance goals to be achieved during any performance period, the
length of any performance period, the amount of any performance award and the amount and kind
of any payment or transfer to be made pursuant to any performance award. Performance awards
may be paid in a lump sum or in installments following the close of the performance period as set
forth in the applicable award agreement.
Other Stock-Based Awards. In addition to the foregoing types of awards, the Committee will
have authority to grant to participants an “other stock-based award” (as defined in the 2015 Plan),
which will consist of any right which is (i) not a stock option, SAR, restricted stock, RSU or
performance award and (ii) an award of shares or an award denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, shares of our common stock
(including, without limitation, securities convertible into shares of our common stock), as deemed by
the Committee to be consistent with the purposes of the 2015 Plan; provided that any such rights
must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable
law. Subject to the terms of the 2015 Plan and any applicable award agreement, the Committee will
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