XM Radio 2014 Annual Report Download - page 65

as of February 17, 2009, between the Company (as successor to Sirius XM Radio Inc.) and Liberty
Radio, LLC); or
(b) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason (other than death or disability) to constitute at least a majority of the Board;
provided, that any individual becoming a director subsequent to the Effective Date, whose election,
or nomination for election by the Company’s stockholders, was approved by a vote of the directors
then comprising the Incumbent Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for director, without
objection to such nomination) shall be considered as though such individual was a member of the
Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of
office occurs as a result of or in connection with an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(c) consummation of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company (a “Business Combination”), in each case, unless
following such Business Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners of the Voting Power immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares
of common stock and the combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the entity resulting from such
Business Combination (including, without limitation, an entity that as a result of such transaction
owns the Company or substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions relative to each other as their ownership
immediately prior to such Business Combination of the securities representing the Voting Power,
(ii) no Person (excluding any entity resulting from such Business Combination or any employee
benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from
such Business Combination) beneficially owns, directly or indirectly, more than 50% of, respectively,
the then-outstanding shares of common stock of the entity resulting from such Business
Combination, or the combined voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the Business Combination,
and (iii) at least a majority of the members of the board of directors of the entity resulting from
such Business Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or the action of the Board providing for such Business Combination; or
(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the
Company.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” shall mean the Compensation Committee of the Board (or its successor(s)), or any
other committee of the Board designated by the Board to administer the Plan and composed of not
less than two directors, each of whom is required to be a “Non-Employee Director” (within the
meaning of Rule 16b-3) and an “outside director” (within the meaning of Section 162(m) of the
Code) to the extent Rule 16b-3 and Section 162(m) of the Code, respectively, are applicable to the
Company and the Plan.
“Company” shall mean Sirius XM Holdings Inc., together with any successor thereto.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Existing Plans” shall mean, collectively, the Amended and Restated Sirius Satellite Radio 2003
Long-Term Stock Incentive Plan, the XM Satellite Radio Holdings Inc. 2007 Stock Incentive Plan,
the XM Satellite Radio Holdings Inc. Talent Option Plan and Sirius XM Radio Inc. 2009 Long-Term
Stock Incentive Plan.
“Fair Market Value” shall mean: (i) with respect to any property other than Shares, the fair
market value of such property determined by such methods or procedures as shall be established
from time to time by the Committee; and (ii) with respect to Shares, as of any date, (1) the closing
sale price (excluding any “after hours” trading) of the Shares as reported on the NASDAQ Stock
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