XM Radio 2014 Annual Report Download - page 76

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promulgated by the SEC or any national securities exchange or national securities association on
which the Shares may be traded.
SECTION 16. General Provisions.
(a) Nontransferability.
(i) Each Award, and each right under any Award, shall be exercisable only by the Participant
during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal
guardian or representative.
(ii) No Award may be sold, assigned, alienated, pledged, attached or otherwise transferred or
encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and
any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall
be void and unenforceable against the Company or any Affiliate; provided that the designation of a
beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or
encumbrance. In no event may any Award granted under this Plan be transferred for value.
(b) Dividend Equivalents. In the sole discretion of the Committee, an Award (other than Options
or Stock Appreciation Rights), whether made as an Other Stock-Based Award or as an Award
granted pursuant to Sections 8 through 11 hereof, may provide the Participant with dividends or
dividend equivalents, payable in cash, Shares, other securities or other property; provided, that in
the case of Awards with respect to which any applicable Performance Criteria/Goals have not been
achieved, dividends and dividend equivalents may be paid only on a deferred basis, to the extent
the underlying Award vests.
(c) No Rights to Awards. No Participant or other Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of Participants, or holders or
beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations
and interpretations with respect thereto need not be the same with respect to each Participant
(whether or not such Participants are similarly situated).
(d) Share Certificates. Shares or other securities of the Company or any Affiliate delivered
under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the SEC, any stock exchange upon which such Shares or
other securities are then listed, and any applicable Federal or state laws, and the Committee may
cause a legend or legends to be put on any such certificates to make appropriate reference to such
restrictions.
(e) Withholding. (i) A Participant may be required to pay to the Company or any Affiliate, and,
subject to Section 409A of the Code, the Company or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer made under any
Award or under the Plan or from any compensation or other amount owing to a Participant the
amount (in cash, Shares, other securities, other Awards or other property) of any applicable
withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award
or under the Plan and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes.
(ii) Without limiting the generality of clause (i) above, a Participant may satisfy, in whole or in
part, the foregoing withholding liability by delivery of Shares owned by the Participant (which are not
subject to any pledge or other security interest and which have been owned by the Participant for
at least six months) with a Fair Market Value equal to such withholding liability or by having the
Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the
Option (or the settlement of such Award in Shares) a number of Shares with a Fair Market Value
equal to such withholding liability.
(f) Award Agreements. Awards hereunder shall be evidenced by an Award Agreement
specifying the terms and conditions of the Award and any rules applicable thereto, including but not
limited to the effect on such Award of the death, disability or termination of employment or service
of a Participant and the effect, if any, of such other events as may be determined by the
Committee.
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