Management Change/Compensation - Form 8-K

On April 17, 2024, our subsidiary, Sirius XM Radio Inc., entered into a new Employment Agreement (the "Employment Agreement") with Scott A. Greenstein to continue to serve as our President and Chief Content Officer. The Employment Agreement will become effective as of May 25, 2024 (the "Effective Date"). Prior to the Effective Date, the terms of Mr. Greenstein's existing employment agreement shall govern the terms of his employment. The term of the Employment Agreement shall begin on the Effective Date and end on May 24, 2027. The Employment Agreement is substantially similar to his existing employment agreement, other than with respect to the economic changes described below.

Pursuant to the Employment Agreement, on the Effective Date, Mr. Greenstein's annual base salary will increase to $1,700,000. The Employment Agreement entitles Mr. Greenstein to participate in any bonus plan generally applicable to our executive officers and provides for an annual target bonus equal to two times his base salary.

The Employment Agreement provides, in the case of certain qualifying terminations, for continuation of his health insurance and life insurance benefits for eighteen months and for a lump sum severance payment in an amount equal to one and a half times the sum of (i) Mr. Greenstein's annual base salary, and (ii) the greater of $2,600,000 or the last annual bonus paid (or due and payable) to him. In the case of certain qualifying terminations, we are also obligated to pay him a pro-rated bonus for the year in which the termination occurs (based on actual achievement of applicable performance criteria) and any earned but unpaid bonus for the year prior to the termination. Our obligation to provide these severance benefits to Mr. Greenstein is subject to, upon our reasonable request, Mr. Greenstein providing three months of consulting and transition services to us, and Mr. Greenstein's execution of an effective release of claims against us. The Employment Agreement also contains other provisions contained in his existing employment agreement, including confidentiality and non-competition restrictions, as well as a compensation clawback to the extent required by our policies or applicable law, regulations or stock exchange listing requirement.

In connection with entering into the Employment Agreement, on the second business day following the day that the trading window for our employees opens after the Effective Date we have agreed to grant Mr. Greenstein:

● an option to purchase shares of our common stock having a value, calculated based upon the Black-Scholes-Merton option pricing model using the financial inputs consistent with those we use for financial reporting purposes, of $8,250,000 at an exercise price equal to the closing sale price of our common stock on the Nasdaq Global Select Market on that day. This option award will vest in three equal installments on May 26, 2025, May 25, 2026 and May 24, 2027.

● time-based restricted stock units ("RSUs") having a grant value of $1,650,000. This time-based RSU award will vest in three equal installments on May 26, 2025, May 25, 2026 and May 24, 2027.