Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012. (c) If the Employee’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. Director Compensation Policy (the “Policy”), and the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Director the right and option (this “Option”) to purchase up to one hundred twenty million ________________ (120,000,000_______) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 ________, the closing price of such common stock on The Nasdaq Global Select Market on _____, 2015 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Plan.
(b) Subject to Sections 1(c) and 2, the terms of this Agreement, this Option right and option to purchase the Shares shall vest and be exercisable as follows:
(i) (______) Shares shall vest and become exercisable in four equal installments on each of December 31_____, 20102016;
(ii) (______) Shares shall vest and become exercisable on _____, December 312017;
(iii) (______) Shares shall vest and become exercisable on _____, 20112018; and
(iv) (______) Shares shall vest and become exercisable on _____, June 30, 2012 and December 31, 20122019.
(c) If a Director is not nominated for re-election, stands for election but is not elected at the Employee’s employment with next Annual Meeting of the Company terminates for any reasonStockholders or is replaced by the stockholders of the Company, then all unvested Options shall immediately vest and become exercisable as of the date that the Director is no longer a member of the Board of Directors of the Company.
(d) In the event of a Change of Control, this Option, to Option shall be governed by the extent not then vested, shall immediately terminate without considerationterms of the Plan; provided that if any transactions between the Employee’s employment is terminated (x) due to death or Disability Company, Sirius XM and/or any of their respective subsidiaries, on the one hand, and Liberty Media Corporation, any Qualified Distribution Transferee (as defined in the Employment Investment Agreement), (y) by dated as of February 17, 2009, between the Company without Cause (and Liberty Radio LLC, as defined in amended) and/or any of their respective subsidiaries, on the Employment Agreement), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeitedother hand, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon not constitute a Change of Control (as defined in under the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of January 10, 20042014, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on January 10, 2015, January 10, 2016 and January 10, 2017, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The waiver of the foregoingcondition contained above that the Executive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable the event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be conditioned upon the Executive (or his estate in the case of death) executing a Change release in accordance with Section 6(h) of Control (the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Plan)Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) to_________ shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 _______ (the “Exercise Price”)) the closing price of such common stock on the Nasdaq Global Select Market on the Date of Grant. This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms and conditions of this AgreementAgreement and/or the Plan, this Option shall vest and become exercisable in four equal installments with respect to approximately one-third (1/3) of the Shares granted to the Employee under this Agreement on each of December 31the first (1st), 2010second (2nd), December 31and third (3rd) anniversaries of the Date of Grant (or if such date is not a business day, 2011, June 30, 2012 and December 31, 2012then on the next succeeding business day); provided that no Shares shall vest on any anniversary (or on any succeeding business day) if the Employee is not providing services to Sirius XM Radio Inc. (“Sirius XM”) or any of its subsidiaries or affiliates on such date.
(c) If In the Employee’s employment with the Company terminates for any reasonevent of a Change of Control, this Option, to Option shall be governed by the extent not then vested, shall immediately terminate without considerationterms of the Plan; provided that if any transactions between the Employee’s employment is terminated (x) due to death or Disability Company, Sirius XM and/or any of their respective wholly-owned subsidiaries, on the one hand, and Liberty Media Corporation, any Qualified Distribution Transferee (as defined in the Employment Investment Agreement), (y) by dated as of February 17, 2009, between the Company without Cause (and Liberty Radio LLC, as defined in amended) and/or any of their respective subsidiaries, on the Employment Agreement), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeitedother hand, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon not constitute a Change of Control (as defined in under the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementletter agreement, dated November 18March 5, 20042019, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Letter Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on March [__], 2020, March [__], 2021, and February 1, 20223 (or if any such date is not a business day, then on the next succeeding business day), subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Letter Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Letter Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Letter Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Planevent of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the Executive executes a release in accordance with the Letter Agreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of December 10, 20042021, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments with respect to _______ Shares on __________, 2023, _______ Shares on _______________, 2024 and ____________ Shares on ____________, 2025, subject to the Executive’s continued employment with Sirius XM on each of December 31these dates, 2010, December 31, 2011, June 30, 2012 and December 31, 2012other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(c), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (as defined except that the Company’s General Counsel may waive such requirement in the Plancase of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of March 5, 20042019, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on each of December 31_________, 20102020, December 31___________, 20112021, June 30and _______________, 2012 and December 3120224, 2012subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the Executive executes a release in accordance with Section 6(g) of the Employment Agreement
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of December 24, 20042018, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on each of December 3124, 20102019, December 3124, 20112020, June 30and May 24, 2012 and December 3120224, 2012subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change the event of Control (the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the 1 The “Grant Date,” as defined in the Plan)Employment Agreement. 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Amended and Restated Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (as amended, the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to one seven hundred twenty million thousand (120,000,000700,000) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 6.61 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms and conditions of this AgreementSection 1(b), this Option the Shares shall vest and be exercisable as follows:
(i) Two hundred and thirty three thousand (233,000) Shares shall vest and become exercisable in on August 10, 2006 if the Employee continues to be employed by the Company on August 10, 2006;
(ii) Two hundred and thirty three thousand (233,000) Shares shall vest and become exercisable on August 10, 2007 if the Employee continues to be employed by the Company on August 10, 2007; and
(iii) Two hundred and thirty four equal installments thousand (234,000) Shares shall vest and become exercisable on each of December 31August 10, 20102008 if the Employee continues to be employed by the Company on August 10, December 31, 2011, June 30, 2012 and December 31, 20122008.
(c) If the Employee’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee’s employment is terminated terminates (xi) due to death death, the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (ii) due to Disability (as defined in the Employment Agreementbelow), (y) by the Company without Cause (as defined in the Employment Agreement, dated as of June 3, 2003 (as amended, supplemented or otherwise modified, the “Employment Agreement”), between the Company and the Employee), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of the Company on a specified date shall have no force or effect. The extension of this Option following the termination of the Employee due to Disability, without Cause or by the Employee for Good Reason shall be conditioned upon the Employee executing a Change release in accordance with Section 6(f)(i) of Control (as defined in the Plan)Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of May 5, 20042021, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments as follows: this Option shall vest and become exercisable with respect to _______ Shares on May 31, 2022 and ____________ Shares on May 31, 2023, subject to the Executive’s continued employment with Sirius XM on each of December 31these dates, 2010, December 31, 2011, June 30, 2012 and December 31, 2012other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(c), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (as defined except that the Company’s General Counsel may waive such requirement in the Plancase of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of May 24, 20042016, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on each of December 31May 24, 20102017, December 31May 24, 20112018, June 30and May 24, 2012 and December 3120194, 2012subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change the event of Control (the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason be waived by the Company provided that the 1 The “Grant Date,” as defined in the Plan)Employment Agreement. 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Amended and Restated Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (as amended, the “"Plan”"), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009, the “"Employment Agreement”"), the Company hereby grants to the Employee the right and option (this “"Option”") to purchase up to one hundred twenty thirty million (120,000,00030,000,000) shares (the “"Shares”") of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 4.74 (the “"Exercise Price”"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable with respect to the Shares according to the following schedule: Vested Percentage ----------------- Date of the Shares ---- ------------- November 18, 2005 20 percent November 18, 2006 40 percent November 18, 2007 60 percent November 18, 2008 80 percent November 18, 2009 100 percent Notwithstanding the foregoing, all unvested outstanding Options shall vest in four equal installments on each full and become exercisable upon a Change of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012Control (as defined in the Plan).
(c) If the Employee’s 's employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided provided, that if the Employee’s 's employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of June 1, 20042018, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million _______________________(120,000,000___________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on June 1, 2019, June 1, 2020, and May 31, 2021, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Planevent of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the Executive executes a release in accordance with Section 6(g) of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementletter agreement dated August __, dated November 18, 2004, 2013 between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Letter Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four (4) equal installments on each of December 31August __, 20102014, December 31August __, 20112015, June 30August __ 2016 and August __, 2012 and December 312017, 2012subject to the Executive’s continued employment on each of these dates.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (xi) due to death or Disability “Disability” (as defined in the Employment Letter Agreement), ; or (yii) by the Company without Cause “Cause” (as defined in the Employment Letter Agreement), ; or (ziii) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Letter Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In the foregoingevent of the termination of the Executive’s employment due to Disability, all unvested outstanding Options the waiver of the condition contained above that the Executive be an employee of the Company shall vest be conditioned upon the Executive executing a release in full and become exercisable upon a Change of Control (as defined in accordance with the Plan)Letter Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009amended, the “Employment Agreement”"Plan"), the Company hereby grants to the Employee the right and option (this “"Option”") to purchase up to one two million eight hundred twenty million thousand (120,000,0002,800,000) shares (the “"Shares”") of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 3.14 (the “"Exercise Price”"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) The right and option to purchase up to one million (1,000,000) Shares shall vest and be exercisable on the date hereof.
(c) Subject to the terms of this AgreementSection 1(c), this Option the right and option to purchase up to six hundred thousand (600,000) Shares (the "2004 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in four equal installments the preceding sentence, the 2004 Performance Options shall vest on each March 15, 2005 if and only if (i) the Employee continues to be employed by the Company on March 14, 2005 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 20102004. On or before June 30, 2004, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 20112004 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(d) Subject to the terms of this Section 1(d), the right and option to purchase up to seven hundred and fifty thousand (750,000) Shares (the "2005 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2012 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2005 Performance Options shall vest on March 15, 2006 if and only if (i) the Employee continues to be employed by the Company on March 14, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 20122005. On or before June 30, 2005, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(ce) Subject to the terms of this Section 1(e), the right and option to purchase up to four hundred and fifty thousand (450,000) Shares (the "2006 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2006 Performance Options shall vest on March 15, 2007 if and only if (i) the Employee continues to be employed by the Company on March 14, 2007 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2006. On or before June 30, 2006, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2006 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(f) The performance criteria applicable to the 2004 Performance Options, the 2005 Performance Options and the 2006 Performance Options shall be no more onerous than the performance criteria applicable to the Company's Chief Executive Officer and President, Entertainment and Sports.
(g) If the Employee’s 's employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee’s 's employment is terminated terminates (xi) due to death or Disability (as defined in the Employment Agreementbelow), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or
(yii) by the Company without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (the "Employment Agreement"), between the Company and the Employee), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of the Company on a Change of Control (as defined in the Plan)specified date shall have no force or effect.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Sirius XM Radio Holdings Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) to_________ shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 _______, the closing price of such common stock on The Nasdaq Global Select Market on [[INSERT DATE OF CLOSING PRICE]] (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms and conditions of this AgreementAgreement and/or the Plan, this Option shall vest and become exercisable in four equal installments with respect to one-fourth (1/4) of the Shares granted to the Employee under this Agreement on each of December 31the first (1st), 2010second (2nd), December 31third (3rd) and fourth (4th) anniversaries of the Date of Grant (or if such date is not a business day, 2011, June 30, 2012 and December 31, 2012then on the next succeeding business day); provided that no Shares shall vest on any anniversary (or on any succeeding business day) if the Employee is not employed by Sirius XM Radio Inc. (“Sirius XM”) on such date.
(c) If In the Employee’s employment with the Company terminates for any reasonevent of a Change of Control, this Option, to Option shall be governed by the extent not then vested, shall immediately terminate without considerationterms of the Plan; provided that if the Employee’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by any transactions between the Company without Cause (as defined in and/or Sirius XM, on the Employment Agreement)one hand, or (z) by and Liberty Media Corporation and/or any of its affiliates, on the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeitedother hand, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon not constitute a Change of Control (as defined in under the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of September 14, 20042020, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ____________________________ (120,000,000_______) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”)Price”)2. This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(ba) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on [_____],2021 [_____], 2022, and [_____], 20233, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(cb) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the Executive executes a release in accordance with Section 6(g) of the Employment Agreement
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of April 17, 20042024, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) shares (the “Shares”) [____] shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 $ [___] (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on (i) May 26, 2025; (ii) May 25, 2026 and (iii) May 24, 2027, subject to the Executive’s continued employment with Sirius XM on each of December 31these dates, 2010, December 31, 2011, June 30, 2012 and December 31, 2012other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(c), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (as defined except that the Company’s General Counsel may waive such requirement in the Plancase of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of October 14, 20042009, between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to twenty five million one hundred twenty million eighty four thousand nine hundred and eighty four (120,000,00025,184,984) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 0.5752 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of December 31October 14, 2010, December 31October 14, 2011, June 30October 14, 2012 and December 31October 14, 20122013.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, including as a result of a Scheduled Retirement (as defined in the Employment Agreement) this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (xi) due to death or Disability (as defined in the Employment Agreement), ) the portion of this Option that would have otherwise become vested within 12 months following the date of such termination of employment due to death or Disability shall immediately become vested and exercisable; (yii) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding ; and (iii) as a result of the foregoing, all unvested outstanding Options shall vest in full expiration of the term of the Employment Agreement (and become exercisable upon a Change of Control not Scheduled Retirement (as defined in the PlanEmployment Agreement), and the Executive enters into a consulting agreement with the Company in accordance with Section 11 of the Employment Agreement, the Options shall continue to vest so long as the Executive is performing services pursuant to such consulting agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, letter agreement dated November 18__, 2004, 2013 between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Letter Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this AgreementAgreement and/or the Plan, this Option shall vest and become exercisable in four (4) equal installments on each of December 31November __, 20102014, December 31November __, 20112015, June 30November __ 2016 and November __, 2012 and December 312017, 2012subject to the Executive’s continued employment on each of these dates.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (xi) due to death or Disability “Disability” (as defined in the Employment Letter Agreement), ; or (yii) by the Company without Cause “Cause” (as defined in the Employment Letter Agreement), ; or (ziii) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Letter Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In the foregoingevent of the termination of the Executive’s employment due to Disability, all unvested outstanding Options the waiver of the condition contained above that the Executive be an employee of the Company shall vest be conditioned upon the Executive executing a release in full and become exercisable upon a Change of Control (as defined in accordance with the Plan)Letter Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementemployment agreement, dated November 18as of June 28, 20042022, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments with respect to _______ Shares on the first (1st) anniversary of the Grant Date and _______ Shares on June 27, 2024, subject to the Executive’s continued employment with Sirius XM on each of December 31these dates, 2010, December 31, 2011, June 30, 2012 and December 31, 2012other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(c), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (as defined except that the Company’s General Counsel may waive such requirement in the Plancase of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18July 28, 20042009, between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to twenty seven million seven hundred and sixty eight thousand one hundred twenty million and thirty six (120,000,00027,768,136) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 0.43 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of December 31July 26, 2010, December 31July 26, 2011, June 30July 26, 2012 and December 31July 26, 20122013.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Amended and Restated Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009amended, the “Employment Agreement”"Plan"), the Company hereby grants to the Employee the right and option (this “"Option”") to purchase up to one million eight hundred twenty million thousand (120,000,0001,800,000) shares (the “"Shares”") of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 3.14, the closing price of the Company's common stock on April 29, 2004 (the “day the Employee and the Compensation Committee of the Company agreed to the essential terms of the Employee's employment with the Company) (the "Exercise Price”"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this AgreementSection 1(b), this Option the right and option to purchase up to six hundred thousand (600,000) Shares (the "2004 Performance Options") shall vest and become exercisable in four equal installments on each of December 31March 15, 2010, December 31, 2011, June 30, 2012 and December 31, 20122005.
(c) Subject to the terms of this Section 1(c), the right and option to purchase up to seven hundred and fifty thousand (750,000) Shares (the "First Tranche 2005 Performance Options") shall vest and become exercisable on April 15, 2007 if the Employee continues to be employed by the Company or engaged by the Company as a consultant under a written consulting agreement on April 14, 2007. Notwithstanding anything to the contrary contained in the preceding sentence, the First Tranche 2005 Performance Options shall vest on March 15, 2006 if and only if (i) the Employee continues to be employed by the Company on March 14, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2005. The Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(d) Subject to the terms of this Section 1(d), the right and option to purchase up to four hundred and fifty thousand (450,000) Shares (the "Second Tranche 2005 Performance Options") shall vest and become exercisable on April 15, 2007 if the Employee continues to be employed by the Company or engaged by the Company as a consultant under a written consulting agreement on April 14, 2007. Notwithstanding anything to the contrary contained in the preceding sentence, the Second Tranche 2005 Performance Options shall vest on April 16, 2006 if and only if (i) the Employee continues to be employed by the Company on April 15, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2005. The Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(e) If the Employee’s 's employment with with, or engagement as a consultant to, the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee’s 's employment is terminated or engagement as a consultant terminates (xi) due to death or Disability (as defined below), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (ii) in the Employment Agreement)case of his employment, (y) by the Company without Cause (as defined in the Amended and Restated Employment Agreement, dated as of March 11, 2005 (the "Employment Agreement"), between the Company and the Employee), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of, or consultant to, the Company on a Change of Control (as defined in the Plan)specified date shall have no force or effect.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of December 11, 20042015, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ________________________ (120,000,000_______________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 _______ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms and conditions of this AgreementAgreement and/or the Plan, this Option shall vest and become exercisable in four equal installments with respect to one-third (1/3) of the Shares granted to the Executive under this Agreement on each of December 31the first (1st), 2010second (2nd), December 31and third (3rd) anniversaries of the Date of Grant (or if such date is not a business day, 2011, June 30, 2012 and December 31, 2012then on the next succeeding business day); provided that no Shares shall vest on any anniversary (or on any succeeding business day) if the Executive is not employed by Sirius XM on such date.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), ; (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), ; or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan)event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (or the Executive’s estate in the case of death) executes a release acceptable to the Company.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementemployment agreement, dated November 18as of June 29, 20042015, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three equal installments on each of December 31June 29, 2010, December 31, 20112016, June 3029, 2012 2017 and December 31June 29, 20122018, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change the event of Control (the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without 1 Number to be computed in accordance with the Employment Agreement. 2 Closing price on the First Trading Day as defined in the Plan)Employment Agreement. Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (or his estate in the case of death) execute a release acceptable to the Company.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of November 1822, 20042016, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (Number to be computed in accordance with Section 4(b)(i) of the “Shares”) Employment Agreement. of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Closing price on November 22, 2016. This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on November 22, 2017, November 22, 2018, and November 22, 2019, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan)event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h) of the Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementemployment agreement, dated November 18August 21, 20042017, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”), the closing price of such common stock on the Nasdaq Global Select Market as of the Date of Grant. This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on _______________, _______________, and _______________, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (x) with Sirius XM terminates due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan)event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (except in the case of death) executes a release in accordance with the Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. Director Compensation Policy (the “Policy”), and the Sirius XM Holdings Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Director the right and option (this “Option”) to purchase up to one hundred twenty million ________________ (120,000,000_______) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 ________, the closing price of such common stock on The Nasdaq Global Select Market on _____, 2014 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Plan.
(b) Subject to Sections 1(c) and 2, the terms of this Agreement, this Option right and option to purchase the Shares shall vest and be exercisable as follows:
(i) (______) Shares shall vest and become exercisable in four equal installments on each of December 31_____, 20102015;
(ii) (______) Shares shall vest and become exercisable on _____, December 312016;
(iii) (______) Shares shall vest and become exercisable on _____, 20112017; and
(iv) (______) Shares shall vest and become exercisable on _____, June 30, 2012 and December 31, 20122018.
(c) If a Director is not nominated for re-election, stands for election but is not elected at the Employee’s employment with next Annual Meeting of the Company terminates for any reasonStockholders or is replaced by the stockholders of the Company, this Option, to the extent not then vested, all unvested Options shall immediately terminate without consideration; provided that if the Employee’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon as of the date that the Director is no longer a member of the Board of Directors of the Company.
(d) Any transactions between the Company and/or Sirius XM, on the one hand, and Liberty Media Corporation and/or any of its affiliates, on the other hand, shall not constitute a Change of Control (as defined in under the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18, 2004, between the Company and the Employee (as amended by the letter agreement dated June 30, 2009amended, the “Employment Agreement”"Plan"), the Company hereby grants to the Employee the right and option (this “"Option”") to purchase up to one two million eight hundred twenty million thousand (120,000,0002,800,000) shares (the “"Shares”") of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 3.14 (the “"Exercise Price”"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) The right and option to purchase up to one million (1,000,000) Shares shall vest and be exercisable on the date hereof.
(c) Subject to the terms of this AgreementSection 1(c), this Option the right and option to purchase up to six hundred thousand (600,000) Shares (the "2004 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in four equal installments the preceding sentence, the 2004 Performance Options shall vest on each March 15, 2005 if and only if (i) the Employee continues to be employed by the Company on March 14, 2005 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 20102004. On or before June 30, 2004, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 20112004 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(d) Subject to the terms of this Section 1(d), the right and option to purchase up to seven hundred and fifty thousand (750,000) Shares (the "2005 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2012 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2005 Performance Options shall vest on March 15, 2006 if and only if (i) the Employee continues to be employed by the Company on March 14, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 20122005. On or before June 30, 2005, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(ce) Subject to the terms of this Section 1(e), the right and option to purchase up to four hundred and fifty thousand (450,000) Shares (the "2006 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2006 Performance Options shall vest on March 15, 2007 if and only if (i) the Employee continues to be employed by the Company on March 14, 2007 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2006. On or before June 30, 2006, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2006 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria.
(f) The performance criteria applicable to the 2004 Performance Options, the 2005 Performance Options and the 2006 Performance Options shall be no more onerous than the performance criteria applicable to the Company's Chief Executive Officer and President, Operations and Sales.
(g) If the Employee’s 's employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee’s 's employment is terminated terminates (xi) due to death or Disability (as defined in the Employment Agreementbelow), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or
(yii) by the Company without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (the "Employment Agreement"), between the Company and the Employee), or (z) by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of the Company on a Change of Control (as defined in the Plan)specified date shall have no force or effect.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of November 1822, 20042019, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on November 22, 2020, November 22, 2021, and November 22, 20224, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon the event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the Executive executes a Change release in accordance with Section 6(g) of Control (the Employment Agreement 1 The “Grant Date,” as defined in the Plan)Employment Agreement. 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of May 31, 20042018, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on May 31, 2019, May 31, 2020, and May 31, 2021, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Planevent of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive executes a release in accordance with Section 6(g) of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of April 29, 20042013, between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) 10,128,894 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ______________ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest in full and become exercisable in four equal installments on each of December 31, 2010, December 31, 2011, June October 30, 2012 and December 31, 20122015 if the Executive continues to be employed on such date.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The waiver of the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change condition that the Executive be an employee of Control (as defined the Company contained above in the Plan)event of the termination of the Executive due to Disability, by the Company without Cause or by the Executive for Good Reason shall be conditioned upon the Executive executing a release in accordance with Section 6(f) of the Employment Agreement.
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of July 21, 20042011, between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) 16,000,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 2.18 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31July 21, 2012, July 21, 2013, July 21, 2014 and July 21, 2015.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementletter agreement, dated November 18March 5, 20042019, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Letter Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on March [__], 2020, March [__], 2021, and March [__], 20223 (or if any such date is not a business day, then on the next succeeding business day), subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Letter Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Letter Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Letter Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Planevent of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the Executive executes a release in accordance with the Letter Agreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of October 14, 20042009, between the Company and the Employee Executive (as amended by the letter agreement First Amendment, dated June 30as of February 14, 20092011, the “Employment Agreement”), the Company hereby grants has granted to the Employee Executive the right and option (this “Option”) to purchase up to twenty five million one hundred twenty million eighty four thousand nine hundred and eighty four (120,000,00025,184,984) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 0.5752 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of December 31October 14, 2010, December 31October 14, 2011, June 30October 14, 2012 and December 31October 14, 20122013.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, including as a result of a Scheduled Retirement (as defined in the Employment Agreement) this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (xi) due to death or Disability (as defined in the Employment Agreement), ) the portion of this Option that would have otherwise become vested within 12 months following the date of such termination of employment due to death or Disability shall immediately become vested and exercisable; and (yii) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
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Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of September 14, 20042020, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments as follows: this Option shall vest and become exercisable with respect to [__] Shares on December 31, 2021, [___] Shares on December 31, 2022, and [____] Shares on December 31, 20234, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon the event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company; provided that the Executive executes a Change release in accordance with Section 6(g) of Control (the Employment Agreement 1 The “Grant Date,” as defined in the Plan)Employment Agreement. 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement.
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Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of August 11, 20042015, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) ______________ shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ______________ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest in full and become exercisable in four equal installments on each of December 31, 2010, December 31, 2011, June April 30, 2012 and December 312018, 2012if the Executive continues to be employed by Sirius XM on such date.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan)event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(g) of the Employment Agreement.
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Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of November 1821, 20042022, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four two (2) equal installments on (i) November 21, 2023; and (ii) January 2, 2025, subject to the Executive’s continued employment with Sirius XM on each of December 31these dates, 2010, December 31, 2011, June 30, 2012 and December 31, 2012other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(c), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (as defined except that the Company’s Chief Executive Officer may waive such requirement in the Plancase of the Executive’s death).
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Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of June 19, 20042015, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three equal installments on each of December 31June 20, 2010, December 31, 20112016, June 3019, 2012 2017 and December 31June 19, 20122018, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan)event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (or her estate in the case of death) execute a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement.
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Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of December 14, 20042023, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 [___] (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments as follows: this Option shall vest and become exercisable with respect to [__] Shares on December 31, 2024, [___] Shares on December 31, 2025, and [____] Shares on December 31, 20264, subject to the Executive’s continued employment with Sirius XM on each of December 31these dates, 2010, December 31, 2011, June 30, 2012 and December 31, 2012other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(c), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death). 1 The “Grant Date,” as defined in the Plan)Employment Agreement. 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement.
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Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of July 3, 20042015, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one fourteen million two hundred twenty million and fifty thousand (120,000,00014,250,000) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on July 2, 2016, July 2, 2017 and May 30, 2018, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The foregoing condition that the foregoingExecutive be an employee of Sirius XM shall, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan)event of the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (or his estate in the case of death) execute a release in accordance with Section 6(h) of the Employment Agreement.
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Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of January 14, 20042010, between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) 13,163,495 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 0.6669 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of December 31, 2010, December 31January 14, 2011, June 30, 2012 and December 31January 14, 2012, January 14, 2013 and January 14, 2014.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of August 23, 20042011, between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) 7,500,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $0.430 1.69 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31August 23, 2012, August 23, 2013, August 23, 2014 and August 23, 2015.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by the Company without Cause (as defined in the Employment Agreement), or (z) by the Employee Executive for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding the foregoing, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (as defined in the Plan).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of December 7, 20042020, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ___ (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments as follows: this Option shall vest and become exercisable with respect to _______ Shares on May 24, 2023 and ____________ Shares on May 24, 2024, subject to the Executive’s continued employment with Sirius XM on each of December 31, 2010, December 31, 2011, June 30, 2012 and December 31, 2012these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the unvested portion of this Option that would have vested on May 24, 2023, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable, and (2) if such termination occurs on or after May 24, 2022, the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(b), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (as defined except that the Company’s general counsel may waive such requirement in the Plancase of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of April 3, 20042023, between the Company Sirius XM Radio Inc. (“Sirius XM”) and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million (120,000,000) shares (the “Shares”) [____] shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 $ [___] (the “Exercise Price”). Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four [three (3) equal installments on (i) [_____]; (ii) [_____] and (iii) [_______],]3 subject to the Executive’s continued employment with Sirius XM on each of December 31these dates, 2010, December 31, 2011, June 30, 2012 and December 31, 2012other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment with Sirius XM is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company Sirius XM without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding In order for the foregoingExecutive to receive any accelerated vesting pursuant to this Section 1(c), all unvested outstanding Options shall vest the Executive must execute a release in full and become exercisable upon a Change accordance with Section 6(g) of Control the Employment Agreement (as defined except that the Company’s General Counsel may waive such requirement in the Plancase of the Executive’s death).
Appears in 1 contract
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated November 18as of July __, 20042013, between the Company and the Employee Executive (as amended by the letter agreement dated June 30, 2009, the “Employment Agreement”), the Company hereby grants to the Employee Executive the right and option (this “Option”) to purchase up to one hundred twenty million ______________________ (120,000,000_________) shares (the “Shares”) shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share Share of $0.430 ____ (the “Exercise Price”). Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan.
(b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four three (3) equal installments on each of December 31July __, 20102014, December 31July __, 20112015, June 30and July __,4 2016, 2012 and December 31, 2012subject to the Executive’s continued employment on each of these dates other than as specifically stated herein.
(c) If the EmployeeExecutive’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the EmployeeExecutive’s employment is terminated (x) due to death or Disability “Disability” (as defined in the Employment Agreement), (y) by the Company without Cause “Cause” (as defined in the Employment Agreement), or (z) by the Employee Executive for “Good Reason Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. Notwithstanding The waiver of the foregoingcondition contained above that the Executive be an employee of the Company in the event of the termination of the Executive due to Disability, all unvested outstanding Options shall vest in full and become exercisable upon a Change of Control (by the Company without Cause or by the 1 The “First Trading Day,” as defined in the Plan)Employment Agreement. 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement.
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