This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009.
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.