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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Plan
Administration
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 Committee’s
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.
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