SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

On August 16, 2018, our subsidiary, Sirius XM Radio Inc., entered into a new employment agreement (the “Employment Agreement”) with James E. Meyer to continue to serve as our Chief Executive Officer through December 31, 2019. The Employment Agreement is substantially similar to Mr. Meyer’s existing employment agreement, other than with respect to certain economic changes described below.

As with Mr. Meyer’s existing employment agreement, the Employment Agreement provides for payment in the case of certain qualifying terminations. In the event of certain qualifying terminations, Mr. Meyer will receive a pro-rated bonus payment for the year of termination based on actual performance, and a lump sum cash severance payment equal to the remaining amount of Mr. Meyer’s base salary through the scheduled expiration of the Employment Agreement on December 31, 2019.

Similar to his existing employment agreement, upon his termination of employment due to the expiration of the Employment Agreement or in the case of certain qualifying terminations, we have agreed to offer Mr. Meyer a three-year consulting agreement. to that consulting agreement, Mr. Meyer will be paid a fee of $3,200,000 per year. In the event Mr. Meyer’s employment is terminated as a result of his death or disability or we fail to enter into the consulting agreement in certain circumstances, then we will pay him or his representative a lump sum of $9,600,000 as compensation for the lost consulting opportunity, subject to Mr. Meyer’s execution of a release of claims against us and his compliance with certain restrictive covenants.

On January 2, 2019, we will grant Mr. Meyer additional restricted stock units with a grant date value of $7,500,000 (based on the closing price of our common stock on The Nasdaq Global Select Market on the date of grant), subject to his continued employment with us on the date of grant. These restricted stock units will cliff vest on December 31, 2019, subject to earlier acceleration or termination under certain circumstances. In the event of certain qualifying terminations of Mr. Meyer’s employment prior to the grant of these additional restricted stock units, we will instead pay him a lump sum of $7,500,000 in lieu of these additional restricted stock units.

We also entered into an agreement with Mr. Meyer that entitles him to a limited number of hours of personal flight time on a private aircraft. This agreement will expire on the first to occur of (i) the date that Mr. Meyer ceases to be employed by us as a full-time employee under the Employment Agreement and (ii) December 31, 2019. Personal use of the aircraft will be treated as income to Mr. Meyer, and we are not required to provide him with any “gross up” for additional related taxes.

The foregoing description is qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 and the letter agreement attached as Exhibit 10.2 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

The Exhibit Index attached hereto is incorporated herein.

EXHIBITS


SIRIUS XM HOLDINGS INC. Exhibit
EX-10.1 2 exhibit1001-2018816.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EMPLOYMENT AGREEMENTThis EMPLOYMENT AGREEMENT (this “Agreement”),…
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