Sirius Satellite Radio ( SIRI) executives received hefty rewards for their part in restructuring the money-losing company last year.

On top of his $1.3 million salary and bonus, CEO Joseph Clayton received restricted stock worth $14 million at 2003's close, as well as stock options valued at between $19 million and $39 million, depending on the rate one assumes the company's stock price will appreciate over the next 10 years. The disclosure came in Sirius's proxy statement filed with the Securities and Exchange Commission on Tuesday.

While Clayton alone received 11.3 million options -- 21.1% of total options granted to employees -- other senior executives received a total of 12.2 million options last year. Like most of Clayton's options, the other executives' options were priced below the market price for the stock on the day they were granted; approximately 36% of the non-Clayton options vested last month, upon satisfaction of 2003 performance criteria set by the Sirius' board.

The size of these options grants, along with restricted stock awarded to Clayton and other executives, reflect both the executives' achievements in 2003 and lean years, compensationwise, before and after 2003, according to Sirius' compensation committee.

In many cases, says the committee, executive officers didn't receive an equity compensation reward in prior years, and "barring unforeseen circumstances," the compensation committee doesn't expect to issue significant additional equity-based compensation for existing executive officers this year or next.

All the executives, notes the committee, are being recognized for completing the company's restructuring in an out-of-court proceeding that preserved the interests of existing stockholders; Clayton's award further reflects "his varied efforts to stabilize the company and its business and position the company for future success" and the board's confidence in his "strategic and tactical leadership of our company in the future."

Sirius and rival XM Satellite ( XMSR) have surged in the past year as investors have leaped aboard the satellite radio bandwagon. The companies charge $10 and up for monthly subscriptions to their mostly commercial-free radio broadcasts.

Bulls believe the medium has nearly unlimited growth potential, and seize on the companies' fast-expanding subscriber rolls as evidence. XM, for instance, notched its millionth subscriber late last year.

But bears note these outfits' cash-consuming ways and wonder if the business can ever expand to the point where either company, let alone both, is consistently profitable. For its fourth quarter ended Dec. 31, Sirius posted a loss of $148 million, or 14 cents a share, on revenue of $5 million.

Shares in Sirius, which traded as low as 61 cents a year ago, fell 19 cents Tuesday to close at $3.76.

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