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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Performance
Criteria
The Plan requires that the Committee establish “Performance
Criteria” for purposes of any award under the Plan that is
intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. The
Performance Criteria that will be used to establish the
performance goal(s) will be based on the attainment by us of
specific levels of performance (or by one or more of our
affiliates, divisions or operational units) and will be limited
to the following: return on net assets, return on
stockholders’ equity, return on assets, return on capital,
revenue, average revenue per subscriber, stockholder returns,
profit margin, earnings per Share, net earnings, operating
earnings, free cash flow, earnings before interest, taxes,
depreciation and amortization, number of subscribers, growth of
subscribers, operating expenses, capital expenses, subscriber
acquisition costs, share price, enterprise value, equity market
capitalization or sales or market share. To the extent required
under Section 162(m) of the Code, the Committee will,
within the first 90 days of a performance period (or, if
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longer, within the maximum period allowed under
Section 162(m) of the Code), define in an objective fashion
the manner of calculating the Performance Criteria it selects to
use for such performance period.
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