Quarterly report pursuant to Section 13 or 15(d)

Benefit Plans

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Benefit Plans
 3 Months Ended
Mar. 31, 2013
Compensation and Retirement Disclosure [Abstract]  
Benefit Plans
Benefit Plans

We recognized share-based payment expense of $14,518 and $14,951 for the three months ended March 31, 2013 and 2012, respectively.

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, 2013, approximately 144,184,000 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.

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 during the three months ended March 31, 2013. There were no options granted to third parties or members of our board of directors during the three months ended March 31, 2013 and 2012. We do not intend to pay regular dividends on our common stock. Accordingly, the dividend yield percentage used in the Black-Scholes-Merton option value is zero for all periods.

The following table summarizes stock option activity under our share-based payment plans for the three months ended March 31, 2013 (options in thousands):
 
Options
 
Weighted-
Average
Exercise
Price (1)
 
Weighted-Average
Remaining
Contractual Term
(Years)
 
Aggregate
Intrinsic
Value
Outstanding as of December 31, 2012
274,512

 
$
1.92

 
 
 
 
Granted
—

 
$
—

 
 
 
 
Exercised
(7,004
)
 
$
1.21

 
 
 
 
Forfeited, cancelled or expired
(2,292
)
 
$
1.45

 
 
 
 
Outstanding as of March 31, 2013
265,216

 
$
1.95

 
7.08
 
$
349,605

Exercisable as of March 31, 2013
89,702

 
$
2.57

 
4.99
 
$
95,086


(1)
The weighted-average exercise price for options outstanding as of December 28, 2012 were adjusted in 2012 to reflect the reduction to the exercise price related to the December 28, 2012 special cash dividend.

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, 2013 was $13,616.

We recognized share-based payment expense associated with stock options of $14,518 and $13,643 for the three months ended March 31, 2013 and 2012, respectively.

The following table summarizes the nonvested restricted stock unit activity under our share-based payment plans for the three months ended March 31, 2013 (shares in thousands):
 
Shares
 
Grant Date Fair Value
Nonvested as of December 31, 2012
429

 
$
3.25

Granted
—

 
$
—

Vested restricted stock units
(192
)
 
$
3.27

Forfeited
—

 
$
—

Nonvested as of March 31, 2013
237

 
$
3.23



The outstanding nonvested restricted stock units represent awards issued to members of the board of directors as part of our prior director compensation program. The restricted stock units held by two former members of our board of directors vested in January 2013 upon their resignation as members of our board of directors. The remaining nonvested shares will vest on the first anniversary of the date the applicable person ceased to be a director. The total intrinsic value of restricted stock units that vested during the three months ended March 31, 2013 was $605.

We did not recognize any share-based payment expense associated with restricted stock units during the three months ended March 31, 2013 and 2012.
 
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, 2013 and December 31, 2012, net of estimated forfeitures, were $114,074 and $129,010, respectively. The total unrecognized compensation costs at March 31, 2013 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 cash which is used to purchase shares of our common stock on the open market. During the three months ended March 31, 2013, we contributed approximately $1,419 to the Sirius XM Plan in fulfillment of our matching obligation. For the three months ended March 31, 2012, employer matching contributions were made in the form of shares of our 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 for the three months ended March 31, 2012 was $1,308.