This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009.
The Plan is administered by a committee designated by our board of directors and made up of two or more non-employee directors (the Committee). The Committee may select eligible employees to whom awards are granted, determine the types of awards to be granted and the number of shares covered by awards and set the terms and conditions of awards. The Committees determinations and interpretations under the Plan will be binding on all interested parties. The Committee may delegate to officers (or, in the case of awards of shares, our board of directors may delegate to a committee made up or one or more directors) certain authority with respect to the granting of awards other than awards to executive officers and directors.