XM Radio 2014 Annual Report Download - page 72

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under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and
the other terms and conditions of such Awards.
(b) Transfer Restrictions. Unless otherwise directed by the Committee, (i) certificates issued in
respect of Shares of Restricted Stock shall be registered in the name of the Participant and
deposited by such Participant, together with a stock power endorsed in blank, with the Company, or
(ii) Shares of Restricted Stock shall be held at the Company’s transfer agent in book entry form
with appropriate restrictions relating to the transfer of such Shares of Restricted Stock. Upon the
lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall, as
applicable, either deliver such certificates to the Participant or the Participant’s legal representative
or the transfer agent shall remove the restrictions relating to the transfer of such Shares. Shares of
Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or
otherwise encumbered, except, in the case of Restricted Stock, as provided in the Plan or the
applicable Award Agreements.
(c) Payment. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a
Share. Restricted Stock Units shall be paid in cash, Shares, other securities or other property, as
determined in the sole discretion of the Committee, upon or after the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Award Agreement. Dividends paid
on any Shares of Restricted Stock or dividend equivalents paid on any Restricted Stock Units shall
be paid directly to the Participant, withheld by the Company subject to vesting of the Restricted
Stock or Restricted Stock Units, as applicable, pursuant to the terms of the applicable Award
Agreement, or may be reinvested in additional Shares of Restricted Stock or in additional Restricted
Stock Units, as determined by the Committee in its sole discretion.
SECTION 9. Performance Awards.
(a) Grant. The Committee shall have sole authority to determine the Participants who shall
receive a “Performance Award”, which shall consist of a right which is (i) denominated in cash or
Shares, (ii) valued, as determined by the Committee, in accordance with the achievement of such
Performance Goals during such Performance Periods as the Committee shall establish, and
(iii) payable at such time and in such form as the Committee shall determine.
(b) Terms and Conditions. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the Performance Goals to be achieved during any
Performance Period, the length of any Performance Period, the amount of any Performance Award
and the amount and kind of any payment or transfer to be made pursuant to any Performance
Award.
(c) Payment of Performance Awards. Performance Awards may be paid in a lump sum or in
installments following the close of the Performance Period as set forth in the Award Agreement on
the date of grant.
SECTION 10. Other Stock-Based Awards. The Committee shall have authority to grant to
Participants an “Other Stock-Based Award”, which shall consist of any right which is (i) not an
Award described in Sections 6 through 9 above, and (ii) an Award of Shares or an Award
denominated or payable in, valued in whole or in part by reference to, or otherwise based on or
related to, Shares (including, without limitation, securities convertible into Shares), as deemed by
the Committee to be consistent with the purposes of the Plan; provided that any such rights must
comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall
determine the terms and conditions of any such Other Stock-Based Award, including the price, if
any, at which securities may be purchased pursuant to any Other Stock-Based Award granted
under this Plan.
SECTION 11. Performance Compensation Awards.
(a) General. The Committee shall have the authority, at the time of grant of any Award
described in Sections 6 through 10 (other than Options and Stock Appreciation Rights), to
designate such Award as a Performance Compensation Award in order to qualify such Award as
“performance-based compensation” under Section 162(m) of the Code.
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