XM Radio 2014 Annual Report Download - page 67

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Compensation Awards shall 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 shall, 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 Formula” shall mean, for a Performance Period, one or more objective formulas
applied against the relevant Performance Goal to determine, with regard to a performance-based
award (including a Performance Compensation Award) of a particular Participant, whether all, some
portion but less than all, or none of the performance-based award has been earned for the
Performance Period.
“Performance Goals” shall mean, for a Performance Period, one or more goals established by
the Committee for the Performance Period based upon the Performance Criteria. The Committee is
authorized at any time during the first 90 days of a Performance Period, or at any time thereafter
(but only to the extent the exercise of such authority after the first 90 days of a Performance Period
would not cause the Performance Compensation Awards granted to any Participant for the
Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of
the Code), in its sole discretion, to adjust or modify the calculation of a Performance Goal for such
Performance Period to the extent permitted under Section 162(m) of the Code in order to prevent
the dilution or enlargement of the rights of Participants: (a) in the event of, or in anticipation of, any
unusual or extraordinary corporate item, transaction, event or development affecting the Company;
or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the
Company, or the financial statements of the Company, or in response to, or in anticipation of,
changes in applicable laws, regulations, accounting principles, or business conditions.
“Performance Period” shall mean the one or more periods of time of at least one year in
duration, as the Committee may select, over which the attainment of one or more Performance
Goals will be measured for the purpose of determining a Participant’s right to and the payment of a
performance-based award, including a Performance Compensation Award.
“Person” shall mean any individual, corporation, partnership, association, limited liability
company, joint-stock company, trust, unincorporated organization, government or political
subdivision.
“Plan” shall mean this Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan.
“Restricted Stock” shall mean any Share granted under Section 8 of the Plan.
“Restricted Stock Unit” shall mean any unit granted under Section 8 of the Plan.
“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time to time.
“SEC” shall mean the Securities and Exchange Commission or any successor thereto and shall
include the Staff thereof.
“Shares” shall mean the common stock of the Company, $.001 par value, or such other
securities of the Company: (i) into which such common stock shall be changed by reason of a
recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar
transaction; or (ii) as may be determined by the Committee pursuant to Section 4(b) of the Plan.
“Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.
“Substitute Awards” shall mean any Awards granted under Section 4(c) of the Plan.
“Voting Power” means at any time the combined voting power of the then-outstanding securities
entitled to vote generally in the election of members of the Board.
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