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This excerpt taken from the SIRI 10-K filed Mar 10, 2009. (14) Benefit Plans We maintain four share-based benefits plans. We satisfy awards and options granted under these plans through the issuance of new shares. During the years ended December 31, 2008, 2007 and 2006, we recognized share-based payment expense of $87,405, $78,900 and $437,918, respectively. Compensation expense was recorded in our consolidated statements of operations related to these plans. We did not realize any income tax benefits from share-based benefits plans during the years ended December 31, 2008, 2007 and 2006, as a result of a full valuation allowance that is maintained for substantially all net deferred tax assets. This excerpt taken from the SIRI 10-Q filed Nov 12, 2008. (12) Benefit Plans We maintain four share-based benefits plans. We satisfy awards and options granted under these plans through the issuance of new shares. During the three and nine months ended September 30, 2008, we recognized share-based payment expense of $24,005 and $63,417, respectively. For the comparable periods in 2007, we recognized share-based payment expense of $22,727 and $64,004, respectively. Compensation expense was recorded in our unaudited condensed consolidated statements of operations related to these plans. We did not capitalize any share-based payment cost during the three and nine months ended September 30, 2008 and 2007. We did not realize any income tax benefits from share-based benefits plans during the three and nine months ended September 30, 2008 and 2007, as a result of a full valuation allowance that is maintained for substantially all net deferred tax assets. This excerpt taken from the SIRI 10-Q filed Nov 1, 2007. 9. Benefit Plans
Stock-Based Awards In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the “2003 Plan”), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods, with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock upon vesting. As of September 30, 2007, approximately 85,858,000 stock options, shares of restricted stock and restricted stock units were outstanding. As of September 30, 2007, approximately 72,952,000 shares of our common stock were available for grant under the 2003 Plan. 16
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES The following table summarizes stock option activity under our stock incentive plans for the nine months ended September 30, 2007 (shares in thousands):
The weighted average grant date fair value of options granted during the nine months ended September 30, 2007 and 2006 was $1.88 and $3.11, respectively. The total intrinsic value of stock options exercised during the nine months ended September 30, 2007 and 2006 was $1,792 and $9,264, respectively. We recognized stock-compensation expense associated with stock options of $10,323 and $10,812 for the three months ended September 30, 2007 and 2006, respectively, and $31,614 and $38,514 for the nine months ended September 30, 2007 and 2006, respectively. The following table summarizes the non-vested restricted stock unit activity under our stock incentive plans for the nine months ended September 30, 2007 (shares in thousands):
The weighted average grant date fair value of restricted stock units granted during the nine months ended September 30, 2007 and 2006 was $3.58 and $5.57, respectively. The total intrinsic value of restricted stock units that vested during the nine months ended September 30, 2007 and 2006 was $8,667 and $97,423, respectively. We recognized stock compensation expense associated with restricted stock units and shares of restricted stock of $2,219 and $3,095 for the three months ended September 30, 2007 and 2006, respectively, and $8,436 and $13,272 for the nine months ended September 30, 2007 and 2006, respectively. For the three and nine months ended September 30, 2007, we also recognized stock compensation expense of $1,282 and $3,687 for restricted stock units expected to be granted for services performed in 2007. For the three and nine months ended September 30, 2006, we recognized stock compensation expense of $21,838 and $65,183, respectively, for restricted stock units and common stock granted in 2006 for services performed in 2006 or upon the satisfaction of 2006 performance targets. 401(k) Savings Plan We sponsor the Sirius Satellite Radio 401(k) Savings Plan (the “Plan”) for eligible employees. The Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax salary subject to certain defined limits. Currently we match 50% of employee voluntary contributions, up to 6% of an employee’s pre-tax salary, in the form of shares of our common stock. Our matching contribution vests at a rate of 331/3% for each year of employment and is fully vested after three years of employment. Expense resulting from our matching contribution to the Plan was $430 and $227 for the three months ended September 30, 2007 and 2006, respectively, and $1,223 and $977 for the nine months ended September 30, 2007 and 2006, respectively. 17
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES We may also elect to contribute to the profit sharing portion of the Plan based upon the total compensation of all eligible participants These additional contributions, referred to as profit-sharing contributions, are determined by the compensation committee of our board of directors. Employees are only eligible to receive profit-sharing contributions during any year in which they are employed on the last day of the year. Profit-sharing contribution expense was $1,450 and $1,221 for the three months ended September 30, 2007 and 2006, respectively, and $4,213 and $3,480 for the nine months ended September 30, 2007 and 2006, respectively.
This excerpt taken from the SIRI 10-Q filed Aug 9, 2007. 9. Benefit Plans Stock-Based Awards In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the “2003 Plan”), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods, with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock upon vesting. As of June 30, 2007, approximately 86,563,000 stock options, shares of restricted stock and restricted stock units were outstanding. As of June 30, 2007, approximately 72,996,000 shares of our common stock were available for grant under the 2003 Plan. 16
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES The following table summarizes stock option activity under our stock incentive plans for the six months ended June 30, 2007 (shares in thousands):
The weighted average grant date fair value of options granted during the six months ended June 30, 2007 and 2006 was $1.89 and $3.22 respectively. The total intrinsic value of stock options exercised during the six months ended June 30, 2007 and 2006 was $1,136 and $6,841, respectively. We recognized stock-compensation expense associated with stock options of $10,596 and $14,156 for the three months ended June 30, 2007 and 2006, respectively, and $21,290 and $27,701 for the six months ended June 30, 2007 and 2006, respectively. The following table summarizes the non-vested restricted stock unit activity under our stock incentive plans for the six months ended June 30, 2007 (shares in thousands):
The weighted average grant date fair value of restricted stock units granted during the six months ended June 30, 2007 and 2006 was $3.58 and $4.68, respectively. The total intrinsic value of restricted stock units that vested during the six months ended June 30, 2007 and 2006 was $7,764 and $97,423, respectively. We recognized stock compensation expense associated with restricted stock units and shares of restricted stock of $2,519 and $3,260 for the three months ended June 30, 2007 and 2006, respectively, and $6,217 and $10,177 for the six months ended June 30, 2007 and 2006, respectively. For the three and six months ended June 30, 2007, we also recognized stock compensation expense of $1,226 and $2,404 for restricted stock units expected to be granted for services performed in 2007. For the three and six months ended June 30, 2006, we recognized stock compensation expense of $21,764 and $43,345, respectively, for restricted stock units and common stock granted in 2006 for services performed in 2006 or upon the satisfaction of 2006 performance targets. 401(k) Savings Plan We sponsor the Sirius Satellite Radio 401(k) Savings Plan (the “Plan”) for eligible employees. The Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax salary subject to certain defined limits. Currently we match 50% of employee voluntary contributions, up to 6% of an employee’s pre-tax salary, in the form of shares of our common stock. Our matching contribution vests at a rate of 331/3% for each year of 17
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARIES employment and is fully vested after three years of employment. Expense resulting from our matching contribution to the Plan was $295 and $338 for the three months ended June 30, 2007 and 2006, respectively, and $793 and $750 for the six months ended June 30, 2007 and 2006, respectively. We may also elect to contribute to the profit sharing portion of the Plan based upon the total compensation of all eligible participants. These additional contributions, referred to as profit-sharing contributions, are determined by the compensation committee of our board of directors. Employees are only eligible to receive profit-sharing contributions during any year in which they are employed on the last day of the year. Profit-sharing contribution expense was $1,412 and $953 for the three months ended June 30, 2007 and 2006, respectively, and $2,763 and $2,259 for the six months ended June 30, 2007 and 2006, respectively. This excerpt taken from the SIRI 10-K filed Mar 13, 2006. 10. Benefit Plans In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the “2003 Plan”), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock upon vesting. As of December 31, 2005, approximately 109,001,000 stock options and restricted stock units were outstanding. As of December 31, 2005, approximately 91,980,000 shares of our common stock were available for grant under the 2003 Plan.
This excerpt taken from the SIRI 10-Q filed Nov 8, 2005. 8. Benefit Plans In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the “2003 Plan”), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods, with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock upon vesting. As of September 30, 2005, approximately 113,134,000 stock options, shares of restricted stock and restricted stock units were outstanding. As of September 30, 2005, approximately 94,221,000 shares of our common stock were available for grant under the 2003 Plan.
During the nine months ended September 30, 2005, we granted 3,245,817 non-qualified stock options at fair market value on the date of grant with an average exercise price of $6.20 per share. 11 We recorded additional deferred compensation of $207 during the nine months ended September 30, 2005
in connection with stock options granted. As of September 30, 2005 and December 31, 2004,
we had $3,164 and $7,363, respectively, of deferred compensation in connection with stock options
granted to employees below fair market value at the date of grant and stock options granted to members
of our board of directors. Such deferred compensation is being amortized to expense over the vesting
period. We also record expense for stock options granted to consultants based on fair value at the
date of grant as determined in accordance with SFAS No. 123. We recognized stock compensation expense
associated with stock options of $2,589 and $4,734 for the three months ended September 30,
2005 and 2004, respectively, and $11,297 and $12,048 for the nine months ended September 30,
2005 and 2004, respectively. Stock compensation expense associated with stock options for the nine
months ended September 30, 2005 included a charge of $479 for an employee that was deemed to
benefit from the modification of a stock-based award resulting in a new measurement date. Expense
associated with stock options is recorded as a component of equity granted to third parties and employees
in our accompanying unaudited consolidated statements of operations. During the nine months ended September 30, 2005, we granted 1,870,875 restricted stock units with a
grant date fair value of $6.32 per share. In November 2004, we granted 3,000,000 shares of restricted common stock. The restrictions applicable
to these shares lapse in equal installments on November 18 of each of the next five years beginning
on November 18, 2005. We recorded additional deferred compensation of $17,499 during the nine months ended September 30,
2005 in connection with restricted stock units granted. As of September 30, 2005 and December 31,
2004, we had $31,697 and $43,600, respectively, of deferred compensation associated with restricted
stock and restricted stock units. Such deferred compensation is being amortized to expense over the
vesting period and is recorded as a component of equity granted to third parties and employees in
our accompanying unaudited consolidated statements of operations. We recognized stock compensation
expense associated with these restricted stock units and shares of restricted stock of $7,862 and
$3,231 for the three months ended September 30, 2005 and 2004, respectively, and $26,958 and
$9,790 for the nine months ended September 30, 2005 and 2004, respectively. For the three and
nine months ended September 30, 2005, we also recognized stock compensation expense of $811
and $2,422, respectively, for restricted stock units expected to be granted in February 2006 for
services performed in 2005. We sponsor the Sirius Satellite Radio 401(k) Savings Plan (the “Plan”) for eligible employees.
The Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax salary
subject to certain defined limits. Currently we match 50% of employee voluntary contributions, up
to 6% of an employee’s pre-tax salary, in the form of shares of our common stock. Our matching
contribution vests at a rate of 33 1/3% for each year of employment and is fully vested after three years of employment. Expense resulting
from our matching contribution to the Plan was $162 and $186 for the three months ended September 30,
2005 and 2004, respectively, and $710 and $550 for the nine months ended September 30, 2005
and 2004, respectively. We may also elect to contribute to the profit sharing portion of the Plan based upon the total compensation
of all participants eligible to receive an allocation. These additional contributions, referred to
as profit-sharing contributions, are determined by the compensation committee of our board of directors.
Employees are only eligible to receive profit-sharing contributions during any year in which they
are employed on the last day of the year. Profit-sharing contribution expense was $1,118 and $3,207
for the three and nine months ended September 30, 2005, respectively. This excerpt taken from the SIRI 10-Q filed Aug 3, 2005. 8. Benefit Plans In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the “2003 Plan”), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods, with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock upon vesting. As of June 30, 2005, approximately 114,332,000 stock options, shares of restricted stock and restricted stock units were outstanding. Approximately 96,793,000 shares of our common stock were available for grant under the 2003 Plan as of June 30, 2005. 11
SIRIUS SATELLITE RADIO INC. AND SUBSIDIARY This excerpt taken from the SIRI 10-Q filed May 9, 2005. 8. Benefit Plans In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the “2003 Plan”), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire ten years from date of grant. Each restricted stock unit entitles the holder to receive one share of our common stock upon vesting. As of March 31, 2005, approximately 119,391,000 stock options, shares of restricted stock and restricted stock units were outstanding. Approximately 98,863,000 shares of our common stock were available for grant under the 2003 Plan as of March 31, 2005. Stock Options During the three months ended March 31, 2005, we granted 552,600 non-qualified stock options at fair market value on the date of grant with an average exercise price of $6.28 per share. As of March 31, 2005 and December 31, 2004, we had $5,085 and $7,363, respectively, of deferred compensation in connection with stock options granted to employees below fair market value at the date of grant and stock options granted to members of our board of directors. Such deferred compensation is being amortized to expense over the vesting period. We also record expense for stock options granted to consultants based on fair value at the date of grant as determined in accordance with SFAS No. 123. For the three months ended March 31, 2005 and 2004, we recognized stock compensation expense associated with stock options of $4,130 and $4,504, respectively. Such expense is recorded as a component of equity granted to third parties and employees in the accompanying unaudited consolidated statements of operations. Restricted Stock Units and Restricted Stock During the three months ended March 31, 2005, we granted 1,021,000 restricted stock units, with a grant date fair value of $6.02 per share. In November 2004, we granted 3,000,000 shares of restricted common stock. The restrictions applicable to these shares lapse in equal installments on November 18 of each of the next five years beginning on November 18, 2005.
10 We recorded additional deferred compensation of $11,120 during the three months ended March 31, 2005 in connection with restricted stock units granted. As of March 31, 2005 and December 31, 2004, we had $43,251 and $43,600, respectively, of deferred compensation associated with restricted stock and restricted stock units. Such deferred compensation is being amortized to expense over the vesting period and is recorded as a component of equity granted to third parties and employees in the accompanying unaudited consolidated statements of operations. For the three months ended March 31, 2005 and 2004, we recognized stock compensation expense associated with these restricted stock units and shares of restricted stock of $9,301 and $3,379, respectively. For the three months ended March 31, 2005, we also recognized stock compensation expense of $838 for restricted stock units to be granted in February 2006 for 2005 services performed. 401(k) Savings Plan We sponsor the Sirius Satellite Radio 401(k) Savings Plan (the “Plan”) for eligible employees. The Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax salary subject to certain defined limits. Currently we match 50% of employee voluntary contributions, up to 6% of an employee’s pre-tax salary, in the form of shares of our common stock. Our matching contribution vests at a rate of 331/3% for each year of employment and is fully vested after three years of employment. Expense resulting from our matching contribution to the Plan was $299 and $182 for the three months ended March 31, 2005 and March 31, 2004, respectively. We may also elect to contribute to the profit sharing portion of the Plan based upon the total compensation of all participants eligible to receive an allocation. These additional contributions, referred to as regular employer contributions, will be determined by the compensation committee of our board of directors. Employees are only eligible to share in regular employer contributions during any year in which they are employed on the last day of the year. Profit sharing contribution expense was $1,001 for the three months ended March 31, 2005. This excerpt taken from the SIRI 10-K filed Mar 16, 2005. 10. Benefit Plans In January 2003, our board of directors adopted the Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the “2003 Plan”), and on March 4, 2003 our stockholders approved this plan. On May 25, 2004, our stockholders approved an amendment to the 2003 Plan to include members of our board of directors as eligible participants. Employees, consultants and members of our board of directors are eligible to receive awards under the 2003 Plan. The 2003 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2003 Plan are generally subject to a vesting requirement that includes one or all of the following: (1) over time, generally three to five years from the date of grant; (2) on a specific date in future periods with acceleration to earlier periods if performance criteria are satisfied; or (3) as certain performance targets set at the time of grant are achieved. Stock-based awards generally expire in ten years from date of grant. Each restricted stock unit granted entitles the holder to receive one share of our common stock upon vesting. As of December 31, 2004, approximately 100,819,000 shares of our common stock were available for grant under the 2003 Plan. Approximately 120,203,000 stock options, shares of restricted stock and restricted stock units were outstanding as of December 31, 2004. F-25
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