XM Radio 2014 Annual Report Download - page 54

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determine the terms and conditions of any such other stock-based award, including the price, if any,
at which securities may be purchased pursuant to any other stock-based award granted under the
2015 Plan.
Dividend Equivalents. In the sole discretion of the Committee, an award (other than options or
SARs), whether made as an other stock-based award or as any other type of award issuable under
the 2015 Plan, may provide the participant with the right to receive dividends or dividend
equivalents, payable in cash, shares, other securities or other property and on a current or deferred
basis. However, for awards with respect to which any applicable performance criteria or goals have
not been achieved, dividends and dividend equivalents may be paid only on a deferred basis, to the
extent the underlying award vests.
Performance Criteria
The Plan requires that the Committee establish measurable “Performance Criteria” for purposes
of any award under the 2015 Plan that is intended to qualify as “performance-based compensation”
under Section 162(m) of the Code. The Performance Criteria that will be used to establish such
performance goal(s) will be based on one or more, or a combination of, the following: return on net
assets, return on stockholders’ equity, return on assets, return on capital, revenue, average revenue
per subscriber, stockholder returns, profit margin, earnings per share, free cash flow per share, net
earnings, operating earnings, free cash flow, adjusted earnings before interest, taxes, depreciation
and amortization, earnings before interest, taxes, depreciation and amortization, number of
subscribers, growth of subscribers, operating expenses, capital expenses, subscriber acquisition
costs, share price, enterprise value, equity market capitalization or market share. To the extent
required under Section 162(m) of the Code, the Committee will, within the first 90 days of a
performance period (or, if longer, within the maximum period allowed under Section 162(m) of the
Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to
use for such performance period. Performance awards can be granted that either are intended to or
not intended to qualify as “performance-based compensation” under Section 162(m) of the Code.
Amendments and Termination
Our board of directors may amend, alter, suspend, discontinue or terminate the 2015 Plan at
any time without further approval by our stockholders, except where (i) the amendment would
materially increase the benefits accruing to participants under the 2015 Plan, (ii) the amendment
would materially increase the number of securities which may be issued under the 2015 Plan,
(iii) the amendment would materially modify the requirements for participation in the 2015 Plan, or
(iv) stockholder approval is required by applicable law or NASDAQ rules and regulations. No such
action that would impair the rights of any participant with respect to awards previously granted
under the 2015 Plan will be effective without the participant’s written consent.
Transferability
Each award, and each right under any award, will be exercisable only by the participant during
the participant’s lifetime, or, if permissible under applicable law, by the participant’s legal guardian
or representative, and no award may be sold, assigned, pledged, attached, alienated or otherwise
transferred or encumbered by a participant, other than by will or by the laws of descent and
distribution, and any such purported sale, assignment, pledge, attachment, alienation, transfer or
encumbrance will be void and unenforceable against us or any affiliate; provided that the
designation of a beneficiary will not constitute a sale, assignment, pledge, attachment, alienation,
transfer or encumbrance. In no event may any award granted under the 2015 Plan be transferred
for value.
Adjustments
The number and kind of shares covered by outstanding awards and available for issuance or
transfer (and Plan limits) under the 2015 Plan and, if applicable, the prices per share applicable
47