XM Radio 2014 Annual Report Download - page 55

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thereto, are subject to adjustment in the event that the Committee determines that any dividend or
other distribution (whether in the form of cash, shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-
off, combination, repurchase, or exchange of shares or other securities of the Company, issuance
of warrants or other rights to purchase shares or other securities of the Company, or other
corporate transaction or event affects the shares such that an adjustment is appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the 2015 Plan. In the event of any such transaction, the Committee shall adjust to prevent
dilution or enlargement of benefits (i) the number of our shares or other securities (or number and
kind of other securities or property) with respect to which awards may be granted, (ii) the number of
our shares or other securities of (or number and kind of other securities or property) subject to
outstanding awards, and (iii) the grant or exercise price with respect to any award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding award in
consideration for the cancellation of such award, which, in the case of options and SARs will equal
the excess, if any, of the fair market value of the shares subject to such options or SARs over the
aggregate exercise price or grant price of such options or SARs. However, such adjustment to the
2015 Plan limits will be made only if and to the extent that such adjustment would not cause any
ISO to fail to so qualify.
Change of Control
Unless otherwise provided in an award agreement or by the Committee in a written resolution
at the date of grant, if there is a change of control of us (as defined in the 2015 Plan) and the
resulting or continuing entity assumes, converts or replaces the outstanding awards under the 2015
Plan, except as otherwise provided in an award agreement or by the Committee in a written
resolution at the date of grant, any outstanding awards that are subject to performance criteria will
be converted by the resulting or surviving entity as if the target performance had been achieved as
of the date of the change of control, each performance award with service requirements will
continue to vest during the requirement period set forth in the award agreement and all other
awards will continue to vest during the remaining period set forth in the award agreement; provided
that the awards will become fully vested upon the participant’s involuntary termination of
employment without cause, or resignation with good reason for certain employees, during the two-
year period immediately following the change of control. On the other hand, if the resulting or
continuing entity does not assume, convert or replace awards outstanding under the 2015 Plan, the
awards will become fully vested and no longer be subject to any restrictions, and any specified
performance criteria will be deemed to have been satisfied at target, upon the change of control.
Withholding Taxes
A participant may be required to pay to us, and, subject to Section 409A of the Code, we will
have the right and are authorized to withhold from any award, from any payment due or transfer
made under any award or under the 2015 Plan or from any compensation or other amount owing to
a participant the amount (in cash, shares, other securities, other awards or other property) of any
applicable withholding taxes in respect of an award, its exercise, or any payment or transfer under
an award or under the 2015 Plan and to take such other action as may be necessary in our
opinion to satisfy all obligations for the payment of such taxes. A participant may satisfy, in whole
or in part, the withholding liability by delivery of shares owned by the participant (which are not
subject to any pledge or other security interest and which have been owned by the participant for at
least six months) with a fair market value equal to such withholding liability or by having us withhold
from the number of shares otherwise issuable upon the exercise of the option or the settlement in
shares a number of shares with a fair market value equal to such withholding liability.
Detrimental Activity and Recapture Provisions
Any award agreement may provide for the cancellation or forfeiture of an award or the
forfeiture and repayment of any gain related to an award, or other provisions intended to have a
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