XM Radio 2014 Annual Report Download - page 74

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Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal
year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a
Performance Compensation Award that is payable in Shares, by an amount greater than the
appreciation of a Share from the date such Performance Compensation Award is deferred to the
payment date.
SECTION 12. Amendment and Termination.
(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate
the Plan or any portion thereof at any time; provided that if an amendment to the Plan (i) would
materially increase the benefits accruing to Participants under the Plan, (ii) would materially
increase the number of securities which may be issued under the Plan, (iii) would materially modify
the requirements for participation in the Plan, or (iv) must otherwise be approved by the
stockholders of the Company in order to comply with applicable law or the rules of the NASDAQ
Stock Market, or, if the Shares are not traded on the NASDAQ Stock Market, the principal national
securities exchange upon which the Shares are traded or quoted, such amendment will be subject
to stockholder approval and will not be effective unless and until such approval has been obtained;
and provided, further, that any such amendment, alteration, suspension, discontinuance or
termination that would impair the rights of any Participant or any holder or beneficiary of any Award
previously granted shall not be effective without the written consent of the affected Participant,
holder or beneficiary.
(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend
any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted;
provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would impair the rights of any Participant or any holder or beneficiary of any Award
previously granted shall not be effective without the written consent of the affected Participant,
holder or beneficiary.
(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
The Committee is hereby authorized to make equitable adjustments in the terms and conditions of,
and the criteria included in, all outstanding Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 4(b) hereof) affecting the Company,
any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable
laws, regulations, or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan.
(d) Repricing. Except in connection with a corporate transaction or event described in
Section 4(b) hereof, the terms of outstanding Awards may not be amended to reduce the exercise
price of Options or the grant price of Stock Appreciation Rights, or cancel Options or Stock
Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights
with an exercise price or grant price, as applicable, that is less than the exercise price of the
original Options or grant price of the original Stock Appreciation Rights, as applicable, without
stockholder approval. This Section 12(d) is intended to prohibit the repricing of “underwater” Options
and Stock Appreciation Rights and will not be construed to prohibit the adjustments provided for in
Section 4(b) of this Plan.
SECTION 13. Change of Control.
(a) Except as otherwise provided in an Award Agreement or by the Committee in a written
resolution at the date of grant, to the extent outstanding Awards granted under this Plan are not
assumed, converted or replaced by the resulting or continuing entity in the event of a Change of
Control all outstanding Awards that may be exercised shall become fully exercisable, all restrictions
with respect to outstanding Awards shall lapse and such Awards shall become vested and non-
forfeitable, and any specified Performance Goals with respect to outstanding Awards shall be
deemed to be satisfied at target.
(b) Except as otherwise provided in an Award Agreement or by the Committee in a written
resolution at the date of grant or thereafter, to the extent outstanding Awards granted under this
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