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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Types
of Awards Under the Plan
Stock Options. Option rights may be granted
that entitle the optionee to purchase shares of our common stock
at a price not less than fair market value at the date of grant,
and may be ISOs, nonqualified stock options, or combinations of
the two. Stock options granted under the Plan will be subject to
such terms and conditions, including exercise price and
conditions and timing of exercise, as may be determined by the
Committee and specified in the applicable award agreement.
Payment in respect of the exercise of an option granted under
the Plan may be made in cash or its equivalent, or (i) by
exchanging shares owned by the optionee (which are not the
subject of any pledge or other security interest and which have
been owned by such optionee for at least six months),
(ii) subject to such rules as may be established by the
Committee, either through delivery of irrevocable instructions
to a broker to sell the shares being acquired upon exercise of
the option and to deliver promptly to us an amount equal to the
aggregate exercise price
and/or by
having us withhold from shares otherwise deliverable an amount
equal to the aggregate option exercise price, or by a
combination of the foregoing, provided that the combined
value of all cash and cash equivalents and the fair market value
of such shares so tendered to us as of the date of such tender
is at least equal to the aggregate exercise price of the option.
No stock option may be exercisable more than 10 years from
the date of grant.
Stock Appreciation Rights. SARs granted under
the Plan will be subject to such terms and conditions, including
grant price and the conditions and limitations applicable to
exercise thereof, as may be determined by the Committee and
specified in the applicable award agreement. SARs may be granted
in tandem with another award, in addition to another award, or
freestanding and unrelated to another award. A SAR will entitle
the participant to receive an amount equal to the excess of the
fair market value of a share on the date of exercise of the SAR
over the grant price thereof (which may not be less than fair
market value on the date of grant). The Committee, in its sole
discretion, will determine whether a SAR will be settled in
cash, shares
Table of Contents
or a combination of cash and shares. No SAR may be exercisable
more than 10 years from the date of grant. At the
discretion of the Committee, SARs may, but need not be, intended
to qualify as performance-based compensation.
Restricted Stock and Restricted Stock
Units. Restricted stock and RSUs granted under
the Plan will be subject to such terms and conditions, including
the duration of the period during which, and the conditions, if
any, under which, the restricted stock and restricted stock
units may be forfeited to us, as may be determined by the
Committee in its sole discretion. Each RSU will have a value
equal to the fair market value of a share of our common stock.
RSUs will be paid in cash, shares, other securities or other
property, as determined by the Committee in its sole discretion,
upon the lapse of the restrictions applicable thereto, or
otherwise in accordance with the applicable award agreement.
Performance Awards. Performance awards granted
under the Plan will consist of a right which is
(i) denominated in cash or shares, (ii) valued, as
determined by the Committee, in accordance with the achievement
of such performance goals during such performance periods as the
Committee will establish, and (iii) payable at such time
and in such form as the Committee will determine. Subject to the
terms of the Plan and any applicable award agreement, the
Committee will determine the performance goals to be achieved
during any performance period, the length of any performance
period, the amount of any performance award and the amount and
kind of any payment or transfer to be made pursuant to any
performance award. Performance awards may be paid in a lump sum
or in installments following the close of the performance period
(as set forth in the applicable award agreement) or, in
accordance with procedures established by the Committee, on a
deferred basis.
Other Stock-Based Awards. In addition to the
foregoing types of awards, the Committee will have authority to
grant to participants an “other stock-based award” (as
defined in the Plan), which will consist of any right which is
(i) not a stock option, SAR, restricted stock or RSU or
performance award and (ii) an award of shares or an award
denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, shares of our
common stock (including, without limitation, securities
convertible into shares of our common stock), as deemed by the
Committee to be consistent with the purposes of the Plan;
provided that any such rights must comply, to the extent
deemed desirable by the Committee, with
Rule 16b-3
and applicable law. Subject to the terms of the Plan and any
applicable award agreement, the Committee will determine the
terms and conditions of any such other stock-based award,
including the price, if any, at which securities may be
purchased pursuant to any other stock-based award granted under
the Plan.
Dividend Equivalents. In the sole discretion
of the Committee, an award (other than options or SARs), whether
made as another stock-based award or as any other type of award
issuable under the Plan, may provide the participant with the
right to receive dividends or dividend equivalents, payable in
cash, shares, other securities or other property and on a
current or deferred basis.
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