XM Radio 2014 Annual Report Download - page 75

Plan are assumed, converted or replaced by the resulting or continuing entity in the event of a
Change of Control, (i) any outstanding Awards that are subject to Performance Goals shall be
converted by the resulting or continuing entity as if target performance had been achieved as of the
date of the Change of Control, (ii) each Performance Award or Performance Compensation Award
with service requirements shall continue to vest with respect to such requirements during the
remaining period set forth in the Award Agreement, and (iii) all other Awards shall continue to vest
(and/or the restrictions thereon shall continue to lapse) during the remaining period set forth in the
Award Agreement.
(c) 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
Plan are either assumed, converted or replaced by the resulting or continuing entity in the event of
a Change of Control, if a Participant’s employment or service is terminated without Cause by the
Company or an Affiliate or a Participant terminates his or her employment or service with the
Company or an Affiliate for Good Reason (if applicable), in either case, during the two-year period
following a Change of Control, all outstanding Awards held by the Participant that may be exercised
shall become fully exercisable and all restrictions with respect to outstanding Awards shall lapse
and become vested and non-forfeitable.
(d) Notwithstanding anything in this Plan or any Award Agreement to the contrary, to the extent
any provision of this Plan or an Award Agreement would cause a payment of deferred
compensation that is subject to Section 409A of the Code to be made upon the occurrence of (i) a
Change of Control, then such payment shall not be made unless such Change of Control also
constitutes a “change in ownership”, “change in effective control” or “change in ownership of a
substantial portion of the Company’s assets” within the meaning of Section 409A of the Code or
(ii) a termination of employment or service, then such payment shall not be made unless such
termination of employment or service also constitutes a “separation from service” within the
meaning of Section 409A of the Code. Any payment that would have been made except for the
application of the preceding sentence shall be made in accordance with the payment schedule that
would have applied in the absence of a Change of Control or termination of employment or service,
but disregarding any future service or performance requirements.
SECTION 14. Non-U.S. Participants. In order to facilitate the making of any grant or combination
of grants under this Plan, the Committee may provide for such special terms for awards to
Participants who are foreign nationals or who are employed by the Company or any subsidiary
outside of the United States of America or who provide services to the Company under an
agreement with a foreign nation or agency, as the Committee may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee
may approve such supplements to or amendments, restatements or alternative versions of this Plan
(including, without limitation, sub-plans) as it may consider necessary or appropriate for such
purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and
the Secretary or other appropriate officer of the Company may certify any such document as having
been approved and adopted in the same manner as this Plan. No such special terms, supplements,
amendments or restatements, however, will include any provisions that are inconsistent with the
terms of this Plan as then in effect unless this Plan could have been amended to eliminate such
inconsistency without further approval by the stockholders of the Company.
SECTION 15. Detrimental Activity and Recapture Provisions. Any Award Agreement may provide
for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any
gain related to an award, or other provisions intended to have a similar effect, upon such terms and
conditions as may be determined by the Committee from time to time, if a Participant, during
employment or other service with the Company or a subsidiary, shall engage in activity detrimental
to the business of the Company. In addition, notwithstanding anything in this Plan to the contrary,
any Award Agreement may also provide for the cancellation or forfeiture of an award or the
forfeiture and repayment to the Company of any gain related to an award, or other provisions
intended to have a similar effect, upon such terms and conditions as may be required by the
Committee or under Section 10D of the Exchange Act and any applicable rules or regulations
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