|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Mel
Karmazin
In November 2004, we entered into a five-year agreement with Mel
Karmazin to serve as our Chief Executive Officer. We pay
Mr. Karmazin an annual salary of $1,250,000, and annual
bonuses in an amount determined each year by the Compensation
Committee of our board of directors.
Pursuant to our agreement with Mr. Karmazin, his stock
options and shares of restricted stock will vest upon his death
or disability and in the event of a change in control. In the
event Mr. Karmazin’s employment is terminated by us
without cause, or by Mr. Karmazin for good reason, his
unvested stock options and shares of restricted stock will vest
and become exercisable, and he will receive his current base
salary for the remainder of the term, any earned but unpaid
annual bonus, a pro rata portion of his target bonus for the
year in which the termination occurs (if established) and
medical and life insurance benefits for the remainder of the
term.
In the event that any payment we make, or benefit we provide, to
Mr. Karmazin would require him to pay an excise tax under
Section 280G of the Internal Revenue Code, we have agreed
to pay Mr. Karmazin 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.
These excerpts taken from the SIRI 10-K filed Mar 10, 2009. Mel Karmazin In November 2004, we entered into a five-year agreement with Mel Karmazin to serve as our Chief Executive Officer. We pay Mr. Karmazin an annual salary of $1,250,000, and annual bonuses in an amount determined each year by the Compensation Committee of our board of directors. Pursuant to our agreement with Mr. Karmazin, his stock options and shares of restricted stock will vest upon his termination of employment for good reason, upon his death or disability and in the event of a change in control. In the event Mr. Karmazin’s employment is terminated by us without cause, his unvested stock options and shares of restricted stock will vest and become exercisable, and he will receive his current base salary for the remainder of the term and any earned but unpaid annual bonus. In the event that any payment we make, or benefit we provide, to Mr. Karmazin would require him to pay an excise tax under Section 280G of the Internal Revenue Code, we have agreed to pay Mr. Karmazin 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. Mel Karmazin salary of $1,250,000, and annual bonuses in an amount determined each year by the Compensation Committee of our board of directors. SIZE="2">Pursuant to our agreement with Mr. Karmazin, his stock options and shares of restricted stock will vest upon his termination of employment for good reason, upon his death or disability and in the event of a change in control. In the In the event that any payment we make, or benefit we provide, to Mr. Karmazin would require him This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. Mel
Karmazin
In November 2004, we entered into a five-year agreement with Mel
Karmazin to serve as our Chief Executive Officer. We pay
Mr. Karmazin a base salary of $1,250,000 per year, and
annual bonuses in an amount determined each year by the
Compensation Committee of our Board.
Pursuant to our agreement with Mr. Karmazin, his stock
options and shares of restricted stock will vest upon his
termination of employment for good reason, upon his death or
disability and in the event of a change
Table of Contents
in control. In the event Mr. Karmazin’s employment is
terminated by us without cause, his unvested stock options and
shares of restricted stock will vest and become exercisable, and
he will receive his current base salary for the remainder of the
term and any earned but unpaid annual bonus.
In the event that any payment we make, or benefit we provide, to
Mr. Karmazin would require him to pay an excise tax under
Section 280G of the Internal Revenue Code, we have agreed
to pay Mr. Karmazin 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 23, 2007. Mel
Karmazin.
In November 2004, we entered into a five-year agreement with Mel
Karmazin to serve as our Chief Executive Officer. We pay
Mr. Karmazin a base salary of $1,250,000 per year, and
annual bonuses in an amount determined each year by the
Compensation Committee of our board of directors.
Pursuant to our agreement with Mr. Karmazin, his stock
options and shares of restricted stock will vest upon his
termination of employment for good reason, upon his death or
disability and in the event of a change in control. In the event
Mr. Karmazin’s employment is terminated by us without
cause, his unvested stock options and shares of restricted stock
will vest and become exercisable, and he will receive his
current base salary for the remainder of the term and any earned
but unpaid annual bonus. In the event that any payment we make,
or benefit we provide, to Mr. Karmazin 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. Karmazin 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. Mel Karmazin, age 62, has served as our Chief Executive Officer and a member of our board of directors since November 2004. Prior to joining us, Mr. Karmazin was President and Chief Operating Officer and a member of the board of directors of Viacom Inc. from May 2000 until June 2004. Prior to joining Viacom, Mr. Karmazin was President and Chief Executive Officer of CBS Corporation from January 1999 and a director of CBS Corporation from 1997 until its merger with Viacom in May 2000. He was President and Chief Operating Officer of CBS Corporation from April 1998 through December 1998. Mr. Karmazin joined CBS Corporation in December 1996 as Chairman and Chief Executive Officer of CBS Radio and served as Chairman and Chief Executive Officer of the CBS Station Group (Radio and Television) from
May 1997 to
20
April 1998. Prior to joining CBS Corporation, Mr. Karmazin served as President and Chief Executive Officer of Infinity Broadcasting Corporation from 1981 until its acquisition by CBS Corporation in December 1996. Mr. Karmazin served as Chairman, President and Chief Executive Officer of Infinity from December 1998 until the merger of Infinity Broadcasting Corporation with Viacom in February 2001. This excerpt taken from the SIRI 10-K filed Mar 13, 2006. Mel Karmazin. In November 2004, we entered into a five-year agreement with Mel Karmazin to serve as our Chief Executive Officer. We pay Mr. Karmazin a base salary of $1,250,000 per year, and annual bonuses in an amount determined each year by the Compensation Committee of our board of directors.
Pursuant to our agreement with Mr. Karmazin, his stock options and shares of restricted stock will vest upon his termination of employment for good reason, upon his death or disability and in the event of a change in control. In the event Mr. Karmazin's employment is terminated by us without cause, his unvested stock options and shares of restricted stock will thereupon vest and become exercisable, and he will receive his current base salary for the remainder of the term and any earned but unpaid annual bonus. In the event that any payment we make, or benefit we provide, to Mr. Karmazin would require him to pay an excise tax under Section 280G of the United States Internal Revenue Code, we have agreed to pay Mr. Karmazin 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 20, 2005. Mel Karmazin, age 61, has served as our Chief Executive Officer and a member of our board of directors since November 2004. Prior to joining us, Mr. Karmazin was President and Chief Operating Officer and a member of the board of directors of Viacom Inc. from May 2000 until June 2004. Prior to joining Viacom, Mr. Karmazin was President and Chief Executive Officer of CBS Corporation from January 1999 and a director of CBS Corporation from 1997 until its merger with Viacom in May 2000. He was President and Chief Operating Officer of CBS Corporation from April 1998 through December 1998. Mr. Karmazin joined CBS Corporation in December 1996 as Chairman and Chief Executive Officer of CBS Radio and served as Chairman
23
and Chief Executive Officer of the CBS Station Group (Radio and Television) from May 1997 to April 1998. Prior to joining CBS Corporation, Mr. Karmazin served as President and Chief Executive Officer of Infinity Broadcasting Corporation from 1981 until its acquisition by CBS Corporation in December 1996. Mr. Karmazin served as Chairman, President and Chief Executive Officer of Infinity from December 1998 until the merger of Infinity Broadcasting Corporation with Viacom in February 2001. This excerpt taken from the SIRI 10-K filed Mar 16, 2005. Mel Karmazin. In November 2004, we entered into an employment agreement with Mel Karmazin to serve as our Chief Executive Officer until November 2009. We pay Mr. Karmazin a base salary of $1,250,000 per year, and annual bonuses in an amount determined each year by the compensation committee of our board of directors.
In connection with this agreement, we granted Mr. Karmazin options to purchase 30,000,000 shares of our common stock, at an exercise price of $4.72 per share (the closing price of our common stock on the Nasdaq National Market on the date of his employment agreement), and 3,000,000 shares of restricted common stock. The stock options and restricted shares granted to Mr. Karmazin vest in equal installments on November 18 of each of the next five years beginning on November 18, 2005. The vesting of these stock options and shares of restricted stock will accelerate upon the termination of Mr. Karmazin's employment, upon his death or disability and in the event of a change in control. In the event Mr. Karmazin's employment is terminated without cause, or he terminates his employment for good reason, he is entitled to receive his current base salary through November 2009 and any earned but unpaid annual bonus. In the event that any payment we make, or benefit we provide, to Mr. Karmazin would require him to pay an excise tax under Section 280G of the United States Internal Revenue Code, we have agreed to pay Mr. Karmazin 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.
| EXCERPTS ON THIS PAGE:
|
| |||||||
