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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Change
of Control
Unless otherwise provided in an award agreement, if there is a
change of control of us (as defined in the Plan) and the
resulting entity assumes, converts or replaces the outstanding
awards under the Plan, any management objectives will be deemed
to have been satisfied at target as of the date of the change of
control and the awards will become fully vested upon the
participant’s involuntary termination of employment without
cause, or resignation with good reason for certain employees,
during the two year period immediately following the change of
control. On the other hand, if the resulting entity does not
assume, convert or replace awards outstanding under the Plan,
the awards will become fully vested and no longer be subject to
any restrictions, and any management objectives will be deemed
to have been satisfied at target, upon the change of control.
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