Quarterly report pursuant to Section 13 or 15(d)

Benefits Plans

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Benefits Plans
 3 Months Ended
Mar. 31, 2012
Compensation and Retirement Disclosure [Abstract]  
Benefits Plans
Benefits Plans

We recognized share-based payment expense of $14,951 and $11,288 for the three months ended March 31, 2012 and 2011, respectively. We did not realize any income tax benefits from share-based benefits plans during the three months ended March 31, 2012 and 2011 as a result of the full valuation allowance that is maintained for substantially all net deferred tax assets.

2009 Long-Term Stock Incentive Plan

In May 2009, our stockholders approved the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “2009 Plan”). Employees, consultants and members of our board of directors are eligible to receive awards under the 2009 Plan. The 2009 Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards that the compensation committee of our board of directors may deem appropriate. Vesting and other terms of stock-based awards are set forth in the agreements with the individuals receiving the awards. Stock-based awards granted under the 2009 Plan are generally subject to a vesting requirement. Stock-based awards generally expire ten years from the date of grant. Each restricted stock unit entitles the holder to receive one share of common stock upon vesting. As of March 31, 2012, approximately 199,061,000 shares of common stock were available for future grants under the 2009 Plan.

Other Plans

We maintain four other share-based benefit plans — the XM 2007 Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the XM 1998 Shares Award Plan and the XM Talent Option Plan. No further awards may be made under these plans. Outstanding awards under these plans continue to vest.

The following table summarizes the weighted-average assumptions used to compute the fair value of options granted to employees and members of our board of directors:
 
For the Three Months
Ended March 31,
 
2012
Risk-free interest rate
0.8%
Expected life of options — years
5.34
Expected stock price volatility
57%
Expected dividend yield
0%


There were no options granted to employees and members of our board of directors during the three months ended March 31, 2011.

There were no options granted to third parties during the three months ended March 31, 2012 and 2011.






The following table summarizes stock option activity under our share-based payment plans for the three months ended March 31, 2012 (options in thousands):
 
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-Average
Remaining
Contractual Term
(Years)
 
Aggregate
Intrinsic
Value
Outstanding as of December 31, 2011
439,580

 
$
1.25

 
 
 
 
Granted
275

 
$
2.04

 
 
 
 
Exercised
(34,955
)
 
$
0.65

 
 
 
 
Forfeited, cancelled or expired
(4,281
)
 
$
2.67

 
 
 
 
Outstanding as of March 31, 2012
400,619

 
$
1.29

 
6.00

 
$
501,494

Exercisable, March 31, 2012
148,585

 
$
1.78

 
4.20

 
$
169,371



The weighted average grant date fair value of options granted during the three months ended March 31, 2012 was $1.02. The total intrinsic value of stock options exercised during the three months ended March 31, 2012 and 2011 was $52,274 and $2,099, respectively.

We recognized share-based payment expense associated with stock options of $13,643 and $9,977 for the three months ended March 31, 2012 and 2011, respectively.

The following table summarizes the nonvested restricted stock and restricted stock unit activity under our share-based payment plans for the three months ended March 31, 2012 (awards in thousands):
 
Awards
 
Weighted-Average
Grant Date Fair
Value
Nonvested, December 31, 2011
421

 
$
1.46

Granted
—

 
$
—

Vested restricted stock
—

 
$
—

Vested restricted stock units
—

 
$
—

Forfeited
—

 
$
—

Nonvested, March 31, 2012
421

 
$
1.46



The outstanding nonvested shares of restricted stock represent shares issued to members of the board of directors as part of our former director compensation program. These shares will vest on the first anniversary of the date the person ceases to be a director.

The weighted average grant date fair value of restricted stock units granted during the three months ended March 31, 2012 and 2011 was $0 as no shares were granted in the periods. The total intrinsic value of restricted stock and restricted stock units that vested during the years ended March 31, 2012 and 2011 was $0 and $3,085, respectively.

We recognized share-based payment expense associated with restricted stock units and shares of restricted stock of $0 and $542 for the three months ended March 31, 2012 and 2011, respectively.

Total unrecognized compensation costs related to unvested share-based payment awards for stock options and restricted stock units and shares granted to employees and members of our board of directors at March 31, 2012 and December 31, 2011, net of estimated forfeitures, was $115,786 and $129,983, respectively. The total unrecognized compensation costs at March 31, 2012 are expected to be recognized over a weighted-average period of three years.

401(k) Savings Plan

We sponsor the Sirius XM Radio 401(k) Savings Plan (the “Sirius XM Plan”) for eligible employees.

The Sirius XM Plan allows eligible employees to voluntarily contribute from 1% to 50% of their pre-tax eligible earnings, subject to certain defined limits. We match 50% of an employee’s voluntary contributions, up to 6% of an employee’s pre-tax salary, in the form of shares of common stock. Employer matching contributions under the Sirius XM Plan vest at a rate of 33.33% for each year of employment and are fully vested after three years of employment for all current and future contributions. Share-based payment expense resulting from the matching contribution to the Sirius XM Plan was $1,308 and $769 for the three months ended March 31, 2012 and 2011, respectively.

We may also elect to contribute to the profit sharing portion of the Sirius XM Plan based upon the total eligible compensation of eligible participants. These additional contributions in the form of shares of common stock are determined by the compensation committee of our board of directors. Employees are only eligible to receive profit-sharing contributions during any year in which they are employed on the last day of the year. Currently, we do not plan to contribute to the profit sharing portion of the Sirius XM Plan in 2012. We did not contribute to the profit sharing portion of the Sirius XM Plan in 2011.