XM Radio 2014 Annual Report Download - page 71

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(d) Payment.
(i) No Shares shall be delivered pursuant to any exercise of an Option until payment in full of
the aggregate exercise price therefore is received by the Company. Such payment may be made
(A) in cash, or its equivalent, or (B) by exchanging Shares owned by the optionee (which are not
the subject of any pledge or other security interest and which have been owned by such optionee
for at least six months), or (C) subject to such rules as may be established by the Committee and
applicable law, through delivery of irrevocable instructions to a broker to sell the Shares otherwise
deliverable upon the exercise of the Option and to deliver promptly to the Company an amount
equal to the aggregate exercise price, or (D) subject to any conditions or limitations established by
the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of an Option
pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of
determining the number of treasury shares held by the Company, the Shares so withheld will not be
treated as issued and acquired by the Company upon such exercise), or (E) by a combination of
the foregoing, or (F) by such other methods as may be approved by the Committee, provided that
the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares
so tendered to the Company or withheld as of the date of such tender or withholding is at least
equal to such aggregate exercise price.
(ii) Wherever in this Plan or any Award Agreement a Participant is permitted to pay the
exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the
Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery
requirement by presenting proof of beneficial ownership of such Shares, in which case the
Company shall treat the Option as exercised without further payment and shall withhold such
number of Shares from the Shares acquired by the exercise of the Option.
SECTION 7. Stock Appreciation Rights.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to
determine the Participants to whom Stock Appreciation Rights shall be granted, the number of
Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the
conditions and limitations applicable to the exercise thereof. Stock Appreciation Rights with a grant
price equal to or greater than the Fair Market Value per Share as of the date of grant may be
intended to qualify as “performance-based compensation” under Section 162(m) of the Code. In the
sole discretion of the Committee, Stock Appreciation Rights may, but need not, be intended to
qualify as performance-based compensation in accordance with Section 11 hereof. Stock
Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or
freestanding and unrelated to another Award. Stock Appreciation Rights granted in tandem with or
in addition to an Award may be granted either before, at the same time as the Award or at a later
time. No Stock Appreciation Right shall be exercisable more than ten years from the date of grant.
(b) Exercise and Payment. A Stock Appreciation Right shall entitle the Participant to receive an
amount equal to the excess of the Fair Market Value of a Share on the date of exercise of the
Stock Appreciation Right over the grant price thereof (which grant price (except with respect to
Substitute Awards) shall not be less than the Fair Market Value on the date of grant). The
Committee shall determine in its sole discretion whether a Stock Appreciation Right shall be settled
in cash, Shares or a combination of cash and Shares.
(c) Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine, at the grant of a Stock Appreciation Right, the term,
methods of exercise, methods and form of settlement, and any other terms and conditions of any
Stock Appreciation Right. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it shall deem appropriate.
SECTION 8. Restricted Stock and Restricted Stock Units.
(a) Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to
determine the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be
granted, the number of Shares of Restricted Stock and/or the number of Restricted Stock Units to
be granted to each Participant, the duration of the period during which, and the conditions, if any,
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