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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. David J.
Frear
Mr. Frear has agreed to serve as our Executive Vice
President and Chief Financial Officer through July 2011. We pay
Mr. Frear an annual salary of $750,000, and annual bonuses
in an amount determined each year by the Compensation Committee
of our board of directors.
If Mr. Frear’s employment is terminated without cause
or he terminates his employment for good reason, we are
obligated to pay him a lump sum payment equal to his annual
salary and the annual bonus last paid to him and to continue his
medical and life insurance benefits for one year.
In the event that any payment we make, or benefit we provide, to
Mr. Frear would require him to pay an excise tax under
Section 280G of the Internal Revenue Code, we have agreed
to pay Mr. Frear the amount of such tax and such additional
amount as may be necessary to place him in the exact same
financial position that he would have been in if the excise tax
was not imposed.
This excerpt taken from the SIRI 10-K filed Mar 10, 2009. David J. Frear Mr. Frear has agreed to serve as our Executive Vice President and Chief Financial Officer through July 2011. We pay Mr. Frear an annual salary of $750,000, and annual bonuses in an amount determined each year by the Compensation Committee of our board of directors. If Mr. Frear’s employment is terminated without cause or he terminates his employment for good reason, we are obligated to pay him a lump sum payment equal to the sum of his annual salary and the annual bonus last paid to him and to continue his medical and life insurance benefits for one year. In the event that any payment we make, or benefit we provide, to Mr. Frear would require him to pay an excise tax under Section 280G of the Internal Revenue Code, we have agreed to pay Mr. Frear the amount of such tax and such additional amount as may be necessary to place him in the exact same financial position that he would have been in if the excise tax was not imposed. Additional information regarding the compensation for Messrs. Karmazin, Greenstein, Meyer, Donnelly and Frear and Ms. Altman will be included in our definitive proxy statement for our 2009 annual meeting of stockholders scheduled to be held on Wednesday, May 27, 2009. This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. David J.
Frear
Mr. Frear has agreed to serve as our Executive Vice
President and Chief Financial Officer through July 2011. We pay
Mr. Frear an annual salary of $750,000.
If Mr. Frear’s employment is terminated without cause
or he terminates his employment for good reason, we are
obligated to pay him a lump sum payment equal to his annual
salary and the annual bonus last paid to him and to continue his
medical and life insurance benefits for one year.
In the event that any payment we make, or benefit we provide, to
Mr. Frear would require him to pay an excise tax under
Section 280G of the Internal Revenue Code, we have agreed
to pay Mr. Frear the amount of such tax and such additional
amount as may be necessary to place him in the exact same
financial position that he would have been in if the excise tax
was not imposed.
Table of Contents
This excerpt taken from the SIRI DEF 14A filed Apr 23, 2007. David J.
Frear.
Mr. Frear has agreed to serve as our Executive Vice
President and Chief Financial Officer through July 2008. For the
fiscal year ending December 31, 2006, Mr. Frear’s
salary was $450,000. As of February 1, 2007, we pay
Mr. Frear an annual salary of $525,000.
If Mr. Frear’s employment is terminated without cause
or he terminates his employment for good reason, we are
obligated to pay Mr. Frear his annual salary and the annual
bonus last paid to him and to continue his medical and life
insurance benefits for one year.
In the event that any payment we make, or benefit we provide, to
Mr. Frear would be deemed to be an “excess parachute
payment” under Section 280G of the Internal Revenue
Code such that he would be subject to an excise tax, we have
agreed to pay Mr. Frear the amount of such tax and such
additional amount as may be necessary to place him in the exact
same financial position that he would have been in if the excise
tax was not imposed.
This excerpt taken from the SIRI DEF 14A filed Apr 21, 2006. David J. Frear. In June 2003, we entered into an employment agreement with David J. Frear to serve as our Executive Vice President and Chief Financial Officer, and in August 2005, we amended that agreement. Mr. Frear has agreed to serve as our Executive Vice President and Chief Financial Officer through July 2008, and we pay Mr. Frear an annual base salary of $450,000.
If Mr. Frear's employment is terminated without cause or he terminates his employment for good reason, we are obligated to pay Mr. Frear his annual salary and the annual bonus last paid to him. In the event that any payment we make, or benefit we provide, to Mr. Frear would require him to pay an excise tax under Section 280G of the United States Internal Revenue Code, we have agreed to pay Mr. Frear the amount of such tax and such additional amount as may be necessary to place him in the exact same financial position that he would have been in if the excise tax was not imposed. This excerpt taken from the SIRI 10-K filed Mar 13, 2006. David J. Frear. In June 2003, we entered into an employment agreement with David J. Frear to serve as our Executive Vice President and Chief Financial Officer, and in August 2005, we amended that agreement. Mr. Frear has agreed to serve as our Executive Vice President and Chief Financial Officer through July 2008, and we pay Mr. Frear an annual salary of $450,000.
If Mr. Frear's employment is terminated without cause or he terminates his employment for good reason, we are obligated to pay Mr. Frear his annual salary and the annual bonus last paid to him. In the event that any payment we make, or benefit we provide, to Mr. Frear would require him to pay an excise tax under Section 280G of the United States Internal Revenue Code, we have agreed to pay Mr. Frear the amount of such tax and such additional amount as may be necessary to place him in the exact same financial position that he would have been in if the excise tax was not imposed. 16
Additional information regarding the compensation for Messrs. Karmazin, Greenstein, Meyer, Donnelly and Frear will be included in our definitive proxy statement for our 2006 annual meeting of stockholders to be held on Tuesday, May 23, 2006. This excerpt taken from the SIRI DEF 14A filed Apr 20, 2005. David J. Frear. In June 2003, we entered into an employment agreement with David J. Frear to serve as our Executive Vice President and Chief Financial Officer for three years. We will pay Mr. Frear an annual base salary of $351,488 in 2005.
In connection with this agreement, we granted Mr. Frear options to purchase 1,400,000 shares of our common stock at an exercise price of $1.85 per share, and 600,000 restricted stock units. Of these stock options, 533,333 vested during 2004 and 600,000 vested on March 15, 2005 as a result of the achievement of performance milestones established by our board of directors. The balance of Mr. Frear's options will vest in equal installments on July 1, 2005 and July 1, 2006. Mr. Frear's 600,000 restricted stock units will vest on July 1, 2008; however, this vesting will accelerate if performance milestones established by our board of directors for the year ending December 31, 2005 are met. Each restricted stock unit entitles Mr. Frear to one share of our common stock on the vesting date. If Mr. Frear's employment is terminated without cause or he terminates his employment for good reason, we are obligated to pay Mr. Frear his annual salary and the annual bonus last paid to him. In the event that any payment we make, or benefit we provide, to Mr. Frear would require him to pay an excise tax under Section 280G of the United States Internal Revenue Code, we have agreed to pay Mr. Frear the amount of such tax and such additional amount as may be necessary to place him in the exact same financial position that he would have been in if the excise tax was not imposed. 18
This excerpt taken from the SIRI 10-K filed Mar 16, 2005. David J. Frear. In June 2003, we entered into an employment agreement with David J. Frear to serve as our Executive Vice President and Chief Financial Officer until June 2006. We will pay Mr. Frear an annual base salary of $351,488 in 2005.
In connection with this agreement, we granted Mr. Frear options to purchase 1,400,000 shares of our common stock at an exercise price of $1.85 per share, and 600,000 restricted stock units. Of these options, 533,333 vested during 2004, and 600,000 of these options will vest on March 15, 2005 as a result of the achievement of performance milestones established by our board of directors. The balance of Mr. Frear's options will vest in equal installments on July 1, 2005 and July 1, 2006. Mr. Frear's 600,000 restricted stock units will vest on July 1, 2008; however, this vesting will accelerate if performance milestones established by our board of directors for the year ending December 31, 2005 are met. Each restricted stock unit entitles Mr. Frear to one share of our common stock on the vesting date. If Mr. Frear's employment is terminated without cause or he terminates his employment for good reason, we are obligated to pay Mr. Frear his annual salary and the annual bonus last paid to him. In the event that any payment we make, or benefit we provide, to Mr. Frear would require him to pay an excise tax under Section 280G of the United States Internal Revenue Code, we have agreed to pay Mr. Frear the amount of such tax and such additional amount as may be 22
necessary to place him in the exact same financial position that he would have been in if the excise tax was not imposed. | EXCERPTS ON THIS PAGE:
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