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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Purpose
The Plan authorizes our board of directors, or a committee
designated by our board of directors and made up of two or more
non-employee directors, to provide equity-based compensation for
the purpose of attracting and retaining directors, employees and
consultants and providing our directors, employees and
consultants incentives and rewards for superior performance.
The Plan is designed to comply with the requirements of
applicable federal and state securities laws, and the Internal
Revenue Code of 1986, as amended (the “Code”),
including the performance-based exclusion from the deduction
limitations under Section 162(m) of the Code.
The Plan permits the granting of (i) stock options,
including incentive stock options (“ISOs”) entitling
the optionee to favorable tax treatment under Section 422
of the Code, (ii) stock appreciation rights
(“SARs”), (iii) restricted stock,
(iv) restricted stock units (“RSUs”),
(iv) performance awards, and (v) other awards valued
in whole or in part by reference to or otherwise based on our
common stock (“Other Stock-Based Awards”). Each type
of award is described below under “Types of Awards Under
the Plan.” Each of the awards will be evidenced by an award
document setting forth the terms and conditions.
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