XM Radio 2014 Annual Report Download - page 69

Award(s) designated as “Performance Compensation Awards” in respect of a single Performance
Period shall be 75 million or, in the event such Performance Compensation Award is paid in cash,
the equivalent cash value thereof on the last day of the Performance Period to which such
Performance Compensation Award relates. Subject to adjustment as provided in Section 4(b), the
maximum number of Shares with respect to which Awards (including, without limitation, Options and
Stock Appreciation Rights) may be granted to any single non-employee member of the Board in
any fiscal year shall be 10 million Shares.
(ii) Shares covered by an Award granted under the Plan shall not be counted unless and until
they are actually issued and delivered to a Participant and, therefore, the total number of Shares
available under the Plan as of a given date shall not be reduced by Shares relating to prior Awards
that (in whole or in part) have expired or have been forfeited or cancelled, and upon payment in
cash of the benefit provided by any Award, any Shares that were covered by such Award will be
available for issue hereunder. In addition, (A) if Shares are tendered or otherwise used in payment
of the exercise price of an Option, the total number of Shares covered by the Option being
exercised shall not reduce the aggregate limit described in Section 4(a)(i); (B) Shares withheld by
the Company to satisfy a tax withholding obligation shall not count against the aggregate limit
described in Section 4(a)(i); (C) the number of Shares covered by a Stock Appreciation Right, to
the extent that it is exercised and settled in Shares, and whether or not Shares are actually issued
to the Participant upon exercise of the Stock Appreciation Right, shall be considered issued or
transferred pursuant to the Plan; and (D) Shares reacquired by the Company on the open market
or otherwise using cash proceeds from the exercise of Options shall be added to the aggregate
limit described in Section 4(a)(i). If, under this Plan, a Participant has elected to give up the right to
receive compensation in exchange for Shares based on fair market value, such Shares will not
count against the aggregate limit described in Section 4(a)(i).
(b) Adjustments. Notwithstanding any provisions of the Plan to the contrary, 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 Plan, then the Committee shall equitably
adjust any or all of (i) the number of Shares or other securities of the Company (or number and
kind of other securities or property) with respect to which Awards may be granted, (ii) the number
of Shares or other securities of the Company (or number and kind of other securities or property)
subject to outstanding Awards, and/or (iii) the grant or exercise price with respect to any Award
and/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 Stock
Appreciation Rights shall equal the excess, if any, of the Fair Market Value of the Share subject to
each such Option or Stock Appreciation Right over the per Share exercise price or grant price of
such Option or Stock Appreciation Right. The Committee will also make or provide for such
adjustments in the numbers of shares specified in Section 4(a)(i) of this Plan as the Committee
may determine is appropriate to reflect any transaction or event described in this Section 4(b);
provided, that any such adjustment to the numbers specified in Section 4(a)(i) will be made only if
and to the extent that such adjustment would not cause any Option intended to qualify as an
Incentive Stock Option to fail to so qualify.
(c) Substitute Awards.
(i) Awards may be granted under this Plan in substitution for or in conversion of, or in
connection with an assumption of, stock options, stock appreciation rights, restricted stock,
restricted stock units or other stock or stock-based awards held by awardees of an entity engaging
in an acquisition or merger transaction with the Company or any subsidiary. Any conversion,
substitution or assumption will be effective as of the close of the merger or acquisition, and, to the
extent applicable, will be conducted in a manner that complies with Section 409A of the Code.
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