Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of June 19, 2015 (the “Effective Date”), is between SIRIUS XM RADIO INC., a Delaware corporation (the
“Company”), and DARA F. ALTMAN (the “Executive”).


 


WHEREAS, the Company and the Executive previously
entered into an employment agreement dated as of August 23, 2011 (the “Prior Agreement”); and


 


WHEREAS, the Company and the Executive jointly
desire to enter into this Agreement, which shall replace and supersede the Prior Agreement in its entirety, to reflect the terms
and conditions of the Executive’s continued employment with the Company.


 


In consideration of the mutual covenants and
conditions set forth herein, the Company and the Executive agree as follows:


1. Employment. Subject to the terms
and conditions of this Agreement, the Company hereby employs the Executive, and the Executive hereby agrees to continue her employment
with the Company.


 


2. Duties and Reporting Relationship.
(a) The Executive shall be employed in the capacity of Executive Vice President and Chief Administrative Officer of both the Company
and Sirius XM Holdings Inc. (“Holdings”), which shall include being the head of each of the Human Resources,
Facilities, Real Estate and Security functions. During the Term (as defined below), the Executive shall, on a full-time basis and
consistent with the needs of the Company and Holdings, use her skills and render services to the best of her ability. The Executive
shall perform such activities and duties consistent with her position as the Chief Executive Officer of the Company and Holdings
(the “CEOs”) shall from time to time reasonably specify and direct. During the Term, the Executive shall not
perform any consulting services for, or engage in any other business enterprises with, any third parties without the express written
consent of the CEOs, other than passive investments.


 


(b) The Executive shall generally perform
her duties and conduct her business at the principal offices of the Company in New York, New York.


 


(c) The Executive shall report solely to the
CEOs.


 


(d) Notwithstanding anything contained in
this Agreement, under no circumstances shall the Company or Holdings be considered to have breached this Agreement or to have terminated
the Executive’s employment with or without Cause (as defined below), or shall a Good Reason event (as defined below) be deemed
to have occurred, solely as a result of Holdings merging with and/or into the Company, Liberty Media Corporation or any of their
wholly-owned subsidiaries (excluding a merger that would result in a Change of Control (as defined in the Sirius XM Holdings Inc.
2015 Long-Term Stock Incentive Plan))




    	 



    	



    

3. Term. The term of this Agreement
shall commence on the Effective Date and end on June 18, 2018, unless terminated earlier pursuant to the provisions of Section
6 or extended in accordance with Section 6(f)(v) (as applicable, the “Term”).


 


4. Compensation. (a) During the Term,
the Executive shall be paid an annual base salary of $600,000 and thereafter may be subject to increase from time to time by recommendation
of the CEOs to, and approval by, the Board of Directors of Sirius XM Holdings Inc. (the “Board”) or any committee
thereof (such amount, as increased, the “Base Salary”). All amounts paid to the Executive under this Agreement
shall be in U.S. dollars. The Base Salary shall be paid at least monthly and, at the option of the Company, may be paid more frequently.


 


(b)  On the first business day on or following
the Effective Date on which Sirius XM Holdings Inc. (“Holdings”) and the Executive are not subject to a blackout
restriction (the “First Trading Day”), the Company shall grant to the Executive the following:


 


(i) an option to purchase shares
of Holdings’ common stock, par value $.001 per share (the “Common Stock”), at an exercise price equal
to the closing price of the Common Stock on the Nasdaq Global Select Market on the First Trading Day, with the number of shares
of Common Stock subject to such option being that necessary to cause the Black-Scholes-Merton value of such option on the First
Trading Day to be equal to $4,125,000, determined by using inputs consistent with those Holdings uses for its financial reporting
purposes. Such option shall be subject to the terms and conditions set forth in the Option Agreement attached to this Agreement
as Exhibit A; and


 


(ii) a number of restricted stock
units equal to $1,375,000, divided by the closing price of the Common Stock on the Nasdaq Global Select Market on the First Trading
Day. Such restricted stock units shall be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement
attached to this Agreement as Exhibit B.


 


(c) All compensation paid to the Executive
hereunder shall be subject to any payroll and withholding deductions required by applicable law, including, as and where applicable,
federal, New York state and New York City income tax withholding, federal unemployment tax and social security (FICA).


 


5. Additional Compensation; Expenses and
Benefits. (a) During the Term, the Company shall reimburse the Executive for all reasonable and necessary business expenses
incurred and advanced by her in carrying out her duties under this Agreement; provided that such expenses are incurred in
accordance with the policies and procedures established by the Company. The Executive shall be entitled to fly business, or if
business is not offered on such flight, first class when traveling for business purposes. The Executive shall present to the Company
an itemized account of all expenses in such form as may be required by the Company from time to time.


 


(b) During the Term, the Executive shall be
eligible to participate fully in any other benefit plans, programs, policies and fringe benefits which may be made available to
the executive officers of the Company and Holdings generally, including, without limitation,




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disability, medical, dental and life insurance and benefits under
the Company’s or Holdings’ 401(k) savings plan.


 


(c) During the Term, the Executive shall be
eligible to participate in any bonus plans generally offered to executive officers of the Company and Holdings. The Executive’s
annual bonus (the “Bonus”), if any, shall be determined annually by the CEOs, or the Board or the compensation
committee of the Board (the “Compensation Committee”). Bonus(es) may be subject to the Executive’s individual
performance and satisfaction of objectives established by the CEOs or the Board or the Compensation Committee, and further are
subject to the exercise of discretion by the CEOs and review and approval by the Compensation Committee. Bonus(es), if any, may
be paid in the form of cash, stock options, restricted stock, restricted stock units or other securities of Holdings, as determined
by the Compensation Committee in its sole discretion.


 


(d) The Executive shall be entitled to accrue
vacation under the Company’s policy at a rate of not less than four weeks per year.


 


6. Termination. The date upon which
the Executive’s employment with the Company under this Agreement is deemed to be terminated in accordance with any of the
provisions of this Section 6 is referred to herein as the “Termination Date.” With respect to any payment or
benefits that would be considered deferred compensation subject to Section 409A (“Section 409A”) of the Internal
Revenue Code of 1986, as amended (the “Code”), and which are payable upon or following a termination of employment,
a termination of employment shall not be deemed to have occurred unless such termination also constitutes a “separation from
service” within the meaning of Section 409A and the regulations thereunder (a “Separation from Service”),
and notwithstanding anything contained herein to the contrary, the date on which a Separation from Service takes place shall be
the Termination Date.


 


(a) The Company has the right and may elect
to terminate this Agreement for Cause at any time. For purposes of this Agreement, “Cause” means the occurrence
or existence of any of the following:


 


(i) (A) a material breach by the
Executive of the terms of this Agreement, (B) a material breach by the Executive of the Executive’s duty not to engage in
any transaction that represents, directly or indirectly, self-dealing with the Company or any of its affiliates (which, for purposes
hereof, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity
or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company)
which has not been approved by a majority of the disinterested directors of the Board, or (C) the Executive’s violation of
the Company’s Code of Ethics or any other written Company or Holdings’ policy which is demonstrably and materially
injurious to the Company or Holdings, if any such material breach or violation described in clauses (A), (B) or (C), to the extent
curable, remains uncured after fifteen (15) days have elapsed following the date on which the Company gives the Executive written
notice of such material breach or violation;




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(ii) the Executive’s act of
dishonesty, misappropriation, embezzlement, intentional fraud, or similar intentional misconduct by the Executive involving the
Company or any of its affiliates;


 


(iii) the Executive’s conviction
or the plea of nolo contendere or the equivalent in respect of a felony;


 


(iv) any damage of a material nature
to any property of the Company or any of its affiliates caused by the Executive’s willful misconduct or gross negligence;


 


(v) the repeated nonprescription
use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that, in the reasonable good
faith opinion of the Board, renders the Executive unfit to serve as an officer of the Company or its affiliates;


 


(vi) the Executive’s failure
to comply with the CEOs’ reasonable written instructions on a material matter within five (5) days; or


 


(vii) conduct by the Executive that,
in the reasonable good faith written determination of the Board, demonstrates unfitness to serve as an officer of the Company or
its affiliates, including but not limited to a finding by the Board or any judicial or regulatory authority that the Executive
committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination
in employment.


 


(b) Termination of the Executive for Cause
pursuant to Section 6(a) shall be communicated by a Notice of Termination for Cause. For purposes of this Agreement, a “Notice
of Termination for Cause” shall mean delivery to the Executive of a copy of a resolution or resolutions duly adopted
by the affirmative vote of not less than a majority of the directors present (in person or by teleconference) and voting at a meeting
of the Board called and held for that purpose after fifteen (15) days’ notice to the Executive (which notice the Company
shall use reasonable efforts to confirm that the Executive has actually received and which notice for purposes of Section 6(a)
may be delivered, in addition to the requirements set forth in Section 17, through the use of electronic mail) and a reasonable
opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board prior to such vote, finding
that in the good faith opinion of the Board, the Executive was guilty of the conduct set forth in any of clauses (i) through (vii)
of Section 6(a) and specifying the particulars thereof in reasonable detail. For purposes of Section 6(a), this Agreement shall
terminate on the date specified by the Board in the Notice of Termination for Cause.


 


(c) (i) This Agreement and the Executive’s
employment shall terminate upon the death of the Executive.


 


(ii) If the Executive is unable to perform the
essential duties and functions of her position because of a disability, even with a reasonable accommodation, for one hundred eighty
(180) days within any three hundred sixty-five (365)-day period (“Disability”), the Company shall have the right
and may elect to terminate the services of the Executive by a Notice of Disability Termination. The Executive shall not be terminated
following a Disability




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except pursuant to this Section 6(c)(ii). For purposes of this Agreement,
a “Notice of Disability Termination” shall mean a written notice that sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive’s employment under this Section 6(c)(ii). For
purposes of this Agreement, no such purported termination shall be effective without such Notice of Disability Termination. This
Agreement and the Executive’s employment shall terminate on the day such Notice of Disability Termination is received by
the Executive.


 


(d) The Executive shall have the absolute
right to terminate her employment at any time with or without Good Reason (as defined below). Should the Executive wish to resign
from her position with the Company and Holdings during the Term, for other than Good Reason, the Executive shall give at least
fourteen (14) days’ prior written notice to the Company. This Agreement shall terminate on the effective date of the resignation
set forth in the notice of resignation, however, the Company may, at its sole discretion, instruct that the Executive perform no
job responsibilities and cease her active employment immediately upon receipt of such notice from the Executive. Further, any resignation
by Executive of her position with the Company shall be deemed a resignation of her position with Holdings (and vice versa).


 


(e) The Company shall have the absolute right
to terminate the Executive’s employment without Cause at any time. This Agreement shall terminate one (1) day following receipt
of such notice by the Executive, however, the Company may, at its sole discretion, instruct that the Executive cease active employment
and perform no more job duties immediately upon provision of such notice to the Executive.


 


(f) Should the Executive wish to resign from
her position with the Company and Holdings for Good Reason during the Term, the Executive shall give at least seven (7) days’
prior written notice to the Company. This Agreement shall terminate on the date specified in such notice, however, the Company
may, at its sole discretion, instruct that the Executive cease active employment and perform no more job duties immediately upon
receipt of such notice from the Executive. Further, any resignation by Executive of her position with the Company shall be deemed
a resignation of her position with Holdings (and vice versa).


 


For purposes of this Agreement, “Good
Reason” shall mean the continuance of any of the following events (without the Executive’s prior written consent)
for a period of thirty (30) days after delivery to the Company by the Executive of a written notice within ninety (90) days of
the Executive becoming aware of the initial occurrence of such event, during which thirty (30) day period of continuation the Company
shall be afforded an opportunity to cure such event:


 


(i) the assignment to the Executive
by the Company or Holdings of duties not reasonably consistent with the Executive’s positions, duties, responsibilities,
titles or offices at the commencement of the Term, any reduction on the Executive’s title, any material reduction in the
Executive’s duties or responsibilities as described in Section 2, or any removal of the Executive from, or any failure to
re-elect the Executive to, any of such positions (except in connection with the termination of the Executive’s employment
for Cause, Disability or as a result of the Executive’s death or by the Executive other than for Good Reason); or




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(ii) the Executive ceasing to report
solely and directly to the CEOs; or


 


(iii) the relocation of the Executive’s
principal place of employment to a location more than 35 miles from the Executive’s principal place of employment as of the
Effective Date or the Company’s requiring the Executive to be based anywhere other than such principal place of employment
(or permitted relocation thereof), except for required travel on the Company’s business to an extent substantially consistent
with the Executive’s business travel obligations as of the Effective Date; or


 


(iv) any reduction in the Base Salary;
or


 


(v) the Company’s failure to
make a bona fide offer in writing to renew this Agreement, for an additional one (1)-year term, on the terms and conditions
set forth in this Agreement (including the Base Salary set forth in Section 4(a), but excluding any equity–based compensation
set forth in Section 4(b)), at least ninety (90) days prior to (x) the third (3rd) anniversary of the Effective Date
and (y) each subsequent anniversary of the Effective Date following the third (3rd) anniversary of the Effective Date;
provided that (for purposes of this clause (y) only) this Agreement has been renewed on the previous anniversary of the
Effective Date; or


 


(vi) any material breach by the Company
of this Agreement.


 


(g) (i) If the employment of the Executive
is terminated by the Company for Cause, by the Executive other than for Good Reason or due to death or Disability, the Executive
(or her estate in the case of death) shall, in lieu of any future payments or benefits under this Agreement, be entitled to (A)
any earned but unpaid Base Salary and any business expenses incurred but not reimbursed, in each case, prior to the Termination
Date and (B) any other vested benefits under any other benefit or incentive plans or programs in accordance with the terms of such
plans and programs (collectively, the “Accrued Payments and Benefits”).


 


(ii) If, during the Term, the employment of the
Executive is terminated by the Company without Cause or if the Executive terminates her employment for Good Reason, then, subject
to Section 6(h), the Executive shall have an absolute and unconditional right to receive, and the Company shall pay to the Executive
without setoff, counterclaim or other withholding, except as set forth in Section 4(c), the following:


 


(A) the Accrued Payments and Benefits;


 


(B) a lump sum amount equal to the sum
of (x) the Executive’s annualized Base Salary then in effect and (y) an amount in cash equal to the Bonus last paid (or due
and payable) to the Executive, with such lump sum amount to be paid on the sixtieth (60th) day following the Termination
Date;


 


(C) the continuation for eighteen (18)
months, at the Company’s expense (by direct payment, not reimbursement to the Executive), of medical and dental benefits
in a manner that will not be taxable to the Executive; and




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(D) life insurance benefits on the same
terms as provided by the Company for active employees for one (1) year following the Termination Date; provided that (I)
the Company’s cost for such life insurance shall not exceed twice the amount that the Company would have paid to provide
such life insurance benefit to the Executive if she were an active employee on the Termination Date, and (II) such life insurance
coverage shall cease if the Executive obtains a life insurance benefit from another employer during the remainder of such one (1)-year
period.


 


(h) The Company’s obligations under
Section 6(g)(ii) shall be conditioned upon the Executive executing, delivering, and not revoking during the applicable revocation
period a waiver and release of claims against the Company and Holdings, substantially in the form attached as Exhibit C (the “Release”)
within sixty (60) days following the Termination Date.


 


(i) Notwithstanding any provisions of this
Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and determined
pursuant to policies adopted by the Company and Holdings) at the time of her Separation from Service and if any portion of the
payments or benefits to be received by the Executive upon Separation from Service would be considered deferred compensation under
Section 409A (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable pursuant to this
Agreement during the six (6)-month period immediately following the Executive’s Separation from Service that constitute Nonqualified
Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month period
immediately following the Executive’s Separation from Service that constitute Nonqualified Deferred Compensation will instead
be paid or made available on the earlier of (x) the first (1st) business day of the seventh (7th) month following
the date of the Executive’s Separation from Service and (y) the Executive’s death.


 


7. Nondisclosure of Confidential Information.
(a) The Executive acknowledges that in the course of her employment she will occupy a position of trust and confidence. The Executive
shall not, except in connection with the proper performance of her functions or as required by applicable law, disclose to others
or use, directly or indirectly, any Confidential Information.


 


(b) “Confidential Information”
shall mean information about the Company’s and Holdings’ (and their affiliates) business and operations that is not
disclosed by the Company or Holdings for financial reporting purposes and that was learned by the Executive in the course of her
employment by the Company and Holdings, including, without limitation, any business plans, product plans, strategy, budget information,
proprietary knowledge, patents, trade secrets, data, formulae, sketches, notebooks, blueprints, information and client and customer
lists and all papers and records (including but not limited to computer records) of the documents containing such Confidential
Information, other than information that is publicly disclosed by the Company or Holdings in writing. The Executive acknowledges
that such Confidential Information is specialized, unique in nature and of great value to the Company and Holdings, and that such
information gives the Company and Holdings a competitive advantage. The Executive agrees to deliver or return to the Company, at
the Company’s request at any time or upon termination or expiration of her employment or as soon as possible thereafter,
all documents, computer tapes




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and disks, records, lists, data, drawings, prints, notes and written
information (and all copies thereof) furnished by or on behalf of the Company or Holdings or prepared by the Executive in the course
of her employment by the Company and Holdings, provided that the Executive will be able to keep her blackberry, personal computer,
personal rolodex and the like so long as any Confidential Information is removed from such items.


 


(c) The provisions of this Section 7 shall
survive indefinitely.


 


8. Covenant Not to Compete. During
the Executive’s employment with the Company and during the Restricted Period (as defined below), the Executive shall not,
directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for her
own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise),
or otherwise assist, any person or entity engaged in the distribution or transmission of radio programming or any activity that
directly competes with the business of the Company, including, but not limited to, telematics (each, a “Competitive Activity”);
provided that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of
less than five (5) percent of the shares or equity interest of any corporation or other entity. Without limiting the generality
of the foregoing, the Executive agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit
business or assist others to solicit business from any of the customers of the Company or its affiliates as to any product or service
that competes with any product or service provided or marketed by the Company or its affiliates on the date of the Executive’s
termination of employment with the Company during the Term (as such Term may be extended in accordance with Section 6(f)(v) of
this Agreement) (the “Milestone Date”). The Executive agrees that during the Restricted Period she will not
solicit or assist others to solicit the employment of or hire any employee of the Company or its affiliates without the prior written
consent of the Company. For purposes of this Agreement, the “Restricted Period” shall mean a period of one (1)
year following the Milestone Date. For purposes of this Agreement, the term “radio” shall mean terrestrial radio, satellite
radio, HD radio, internet radio and other audio delivered terrestrially, by satellite, HD or the internet. Notwithstanding anything
to the contrary in this Section 8, it shall not be a violation of this Section 8 for the Executive to join a division or business
line of a commercial enterprise with multiple divisions or business lines if such division or business line is not engaged in a
Competitive Activity; provided that the Executive performs services solely for such non-competitive division or business
line.


 


9. Change of Control Provisions. (a)
Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by
the Executive (including but not limited to any payment or benefit received in connection with a change of control of the Company
or Holdings or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other
plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would
be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto
(the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of
Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the
extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided
that the Total Payments will only be reduced if (i) the net




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amount of such Total Payments, as so reduced (and after subtracting
the net amount of federal, state, municipal, and local income and employment taxes on such reduced Total Payments and after taking
into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater
than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal,
state, municipal, and local income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive
would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions
and personal exemptions attributable to such unreduced Total Payments).


 


(b) In the case of a reduction in the
Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued
at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that
are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation
Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation
Section 1.280G-1, Q&A 24), will next be reduced; (iii) payments that are payable in cash that are valued at less than full
value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced;
(iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1,
Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A
24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced
pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata
reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata
reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.


 


 (c) For purposes of determining whether
and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt
or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment”
within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken
into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and
selected by the accounting firm which was, immediately prior to the change of control, the Company’s independent auditor
(the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2)
of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax,
no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation
for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code (including, without limitation, any portion
of such Total Payments equal to the value of the covenant included in Section 8, as determined by the Auditor or such other accounting,
consulting or valuation firm selected by the Company prior to the change of control and reasonably acceptable to the Executive),
in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable
compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will
be




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determined by the Auditor in accordance with the principles of Sections
280G(d)(3) and (4) of the Code.


 


 (d) At the time that payments are made under this Agreement,
the Company will provide the Executive with a written statement setting forth the manner in which such payments were calculated
and the basis for such calculations, including but not limited to any opinions or other advice the Company or Holdings received
from Tax Counsel, the Auditor, or other advisors or consultants (and any such opinions or advice which are in writing will be attached
to the statement). If the Executive objects to the Company’s calculations, the Company will pay to the Executive such portion
of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the proper application of this
Section 9. All determinations required by this Section 9 (or requested by either the Executive or the Company in connection with
this Section 9) will be at the expense of the Company. The fact that the Executive’s right to payments or benefits may be
reduced by reason of the limitations contained in this Section 9 will not of itself limit or otherwise affect any other rights
of the Executive under this Agreement.


 


 (e) If the Executive receives reduced payments and benefits
by reason of this Section 9 and it is established pursuant to a determination of a court which is not subject to review or as to
which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Executive could have received
a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay the Executive the aggregate additional
amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.


 


10. Remedies. The Executive and the
Company agree that damages for breach of any of the covenants under Sections 7 and 8 will be difficult to determine and inadequate
to remedy the harm which may be caused thereby, and therefore consent that these covenants may be enforced by temporary or permanent
injunction without the necessity of bond. The Executive believes, as of the date of this Agreement, that the provisions of this
Agreement are reasonable and that the Executive is capable of gainful employment without breaching this Agreement. However, should
any court or arbitrator decline to enforce any provision of Section 7 or 8, this Agreement shall, to the extent applicable in the
circumstances before such court or arbitrator, be deemed to be modified to restrict the Executive’s competition with the
Company to the maximum extent of time, scope and geography which the court or arbitrator shall find enforceable, and such provisions
shall be so enforced.


 


11. Indemnification. The Company shall
indemnify the Executive to the full extent provided in the Company’s and Holdings’ respective Certificates of Incorporation
and Bylaws and the law of the State of Delaware in connection with her activities as an officer of the Company and Holdings.


 


12. Entire Agreement. The provisions
contained herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any
and all prior agreements, understandings and communications between the parties, oral or written, with respect to such subject
matter, including but not limited to the Prior Agreement, but excluding any equity award agreements between the Executive and the
Company or Holdings. For the




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avoidance of doubt, nothing herein is intended to supersede or waive
obligations of the Executive to comply with any assignment of invention provisions applicable to the Executive under the Code of
Ethics or any assignment of invention agreement(s) between the Company and the Executive.


 


13. Modification. Any waiver, alteration,
amendment or modification of any provisions of this Agreement shall not be valid unless in writing and signed by both the Executive
and the Company.


 


14. Severability. If any provision
of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the remaining provisions hereof, which shall remain in full force and effect.


 


15. Assignment. The Executive may not
assign any of her rights or delegate any of her duties hereunder without the prior written consent of the Company. The Company
may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Executive,
except that any successor to the Company by merger or purchase of all or substantially all of the Company’s or Holdings’
assets shall assume this Agreement.


 


16. Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the successors in interest of the Executive and the Company.


 


17. Notices. All notices and other
communications required or permitted hereunder shall be made in writing and shall be deemed effective when delivered personally
or transmitted by facsimile transmission, one (1) business day after deposit with a nationally recognized overnight courier (with
next day delivery specified) and five (5) days after mailing by registered or certified mail:


 


if to the Company:



Sirius XM Radio Inc.

1221 Avenue of the Americas

36th Floor

New York, New York 10020

Attention: Chief Executive Officer

Telecopier: (212) 584-5353


 


if to the Executive:



Dara Altman

Address on file at the offices

of the Company


 


or to such other person or address as either party shall furnish
in writing to the other party from time to time.




    	11



    	



    

18. Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed
entirely within the State of New York.


 


19. Non-Mitigation. The Executive shall
not be required to mitigate damages or seek other employment in order to receive compensation or benefits under Section 6; nor
shall the amount of any benefit or payment provided for under Section 6 be reduced by any compensation earned by the Executive
as the result of employment by another employer.


 


20. Arbitration. (a) The Executive
and the Company agree that if a dispute arises concerning or relating to the Executive’s employment with the Company, or
the termination of the Executive’s employment, such dispute shall be submitted to binding arbitration under the rules of
the American Arbitration Association regarding resolution of employment disputes in effect at the time such dispute arises. The
arbitration shall take place in New York, New York, before a single experienced arbitrator licensed to practice law in New York
and selected in accordance with the American Arbitration Association rules and procedures. Except as provided below, the Executive
and the Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to or arising
from the Executive’s employment with the Company or her termination, including but not limited to disputes over rights provided
by federal, state, or local statutes, regulations, ordinances, and common law, including all laws that prohibit discrimination
based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrator’s
award shall be final and binding on both parties, and shall not be appealable. The arbitrator shall have discretion to award
monetary and other damages, and any other relief that the arbitrator deems appropriate and is allowed by law. The arbitrator shall
have the discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in bringing or defending
an action, and shall award such costs and fees to the Executive in the event the Executive prevails on the merits of any action
brought hereunder.


 


(b) The Company shall pay the cost of any
arbitration proceedings under this Agreement if the Executive prevails in such arbitration on at least one substantive issue.


 


(c) The Company and the Executive agree that
the sole dispute that is excepted from Section 20(a) is an action seeking injunctive relief from a court of competent jurisdiction
regarding enforcement and application of Sections 7, 8 or 10, which action may be brought in addition to, or in place of, an arbitration
proceeding in accordance with Section 20(a).


 


21. Compliance with Section 409A. (a)
To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section
409A (it being understood that certain compensation arrangements under this Agreement are intended not to be subject to Section
409A). This Agreement shall be construed, to the maximum extent permitted, in a manner to give effect to such intention. Notwithstanding
anything in this Agreement to the contrary, distributions upon termination of the Executive’s employment that constitute
Nonqualified Deferred Compensation may only be made upon a Separation from Service. Neither the Company nor any of its affiliates
shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest or




    	12



    	



    

penalties, or liability for any damages related thereto. The Executive
acknowledges that she has been advised to obtain independent legal, tax or other counsel in connection with Section 409A.


 


(b) With respect to any amount of expenses
eligible for reimbursement under this Agreement, such expenses will be reimbursed by the Company within thirty (30) days following
the date on which the Company receives the applicable invoice from the Executive in accordance with the Company’s expense
reimbursement policies, but in no event later than the last day of the Executive’s taxable year following the taxable year
in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the
Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor
will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.


 


(c) Each payment under this Agreement shall
be regarded as a “separate payment” and not one of a series of payments for purposes of Section 409A.


 


22. Counterparts. This Agreement may
be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the other party.


 


23. Executive’s Representation.
The Executive hereby represents and warrants to the Company that she is not now under any contractual or other obligation that
is inconsistent with or in conflict with this Agreement or that would prevent, limit, or impair the Executive’s performance
of her obligations under this Agreement.




    	13



    	



    

24. Survivorship. Upon the expiration
or other termination of this Agreement or the Executive’s employment with the Company, the respective rights and obligations
of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement.


 


25. Clawback Provisions. Notwithstanding
any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the
Executive pursuant to this Agreement or any other agreement or arrangement with the Company or any of its affiliates, which is
subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions
and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or
any policy adopted by the Company or Holdings pursuant to any such law, government regulation or stock exchange listing requirement).


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	 	 	SIRIUS XM RADIO INC.	 
	 	 	 	 
	 	 	By:	/s/ Patrick L. Donnelly	 
	 	 	 	Patrick Donnelly	 
	 	 	 	Executive Vice President, General	 
	 	 	 	Counsel and Secretary	 
	 	 	 	 	 
	 	 	 	/s/ Dara F. Altman	 
	 	 	 	Dara F. Altman	 




    	14



    	



    

Exhibit A


 


THIS OPTION MAY NOT BE TRANSFERRED EXCEPT BY
WILL OR UNDER THE LAWS OF DESCENT AND DISTRIBUTION.


 


SIRIUS XM HOLDINGS INC. 2015 LONG-TERM STOCK
INCENTIVE PLAN



STOCK OPTION AGREEMENT


 


This STOCK OPTION AGREEMENT (this “Agreement”),
dated June 19, 2015, between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”), and DARA F. ALTMAN
(the “Executive”).


 


1. Grant of Option; Vesting. (a) Subject
to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”),
and the Employment Agreement, dated as of June 19, 2015, between Sirius XM Radio Inc. (“Sirius XM”) and the
Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this
“Option”) to purchase ______________________ (_________) shares1
of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the
“Exercise Price”).2 This Option is not intended to qualify as an
Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split,
stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall
be adjusted as set forth in Section 4(b) of the Plan.


 


(b) Subject to the terms of this Agreement,
this Option shall vest and become exercisable in three equal installments on each of June 20, 2016, June 19, 2017 and June 19,
2018, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated
herein.


 


(c) If the Executive’s employment with
Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration;
provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability”
(as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement),
or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of
this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The foregoing
condition that the Executive be an employee of Sirius XM shall, in the event of the termination of the Executive’s employment
with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company
provided that the Executive (or her estate in the case of death) execute a release in accordance with Section 6(h) of the Employment
Agreement.


 


 






1 Number to be
computed in accordance with Section 4(b)(i) of the Employment Agreement.


2 Closing price
on the First Trading Day as defined in the Employment Agreement.




    	15



    	



    

2. Term. This Option shall terminate
on June 19, 2025 (the “Option Expiration Date”); provided that if:


 


(a) the Executive’s employment
with Sirius XM is terminated due to the Executive’s death or Disability, by Sirius XM without Cause, or by the Executive
for Good Reason, the Executive (or her beneficiary, in the case of death) may exercise this Option in full until the first (1st)
anniversary of such termination (at which time this Option shall be cancelled), but not later than the Option Expiration Date;


 


(b) the Executive’s employment
with Sirius XM is terminated for Cause, this Option shall be cancelled upon the date of such termination; and


 


(c) the Executive voluntarily terminates
her employment with Sirius XM without Good Reason, the Executive may exercise any vested portion of this Option until ninety (90)
days following the date of such termination (at which time this Option shall be cancelled), but not later than the Option Expiration
Date.


 


3. Exercise. Subject to Sections 1
and 2 of this Agreement and the terms of the Plan, this Option may be exercised, in whole or in part, in accordance with Section
6 of the Plan.


 


4. Non-transferable. This Option may
not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will
or by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of any right or privilege conferred hereby
shall be null and void.


 


5. Withholding. Prior to delivery of
the Shares purchased upon exercise of this Option, the Company shall determine the amount of any United States federal, state and
local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of exercise of this
Option and delivery of certificates representing the Shares purchased upon exercise of this Option, collect from the Executive
the amount of any such tax to the extent not previously withheld. The Executive may satisfy her withholding obligations in the
manner contemplated by Section 16(e) of the Plan.


 


6. Rights of the Executive. Neither
this Option, the execution of this Agreement nor the exercise of any portion of this Option shall confer upon the Executive any
right to, or guarantee of, continued employment by Sirius XM, or in any way limit the right of Sirius XM to terminate employment
of the Executive at any time, subject to the terms of the Employment Agreement or any other written employment or similar agreement
between or among Sirius XM, the Company and the Executive.


 


7. Professional Advice. The acceptance
and exercise of this Option may have consequences under federal and state tax and securities laws that may vary depending upon
the individual circumstances of the Executive. Accordingly, the Executive acknowledges that the Executive has been advised to consult
her personal legal and tax advisors in connection with this Agreement and this Option.




    	16



    	



    

8. Agreement Subject to the Plan. This
Option and this Agreement are subject to the terms and conditions set forth in the Plan, which terms and conditions are incorporated
herein by reference. Capitalized terms used herein but not defined shall have the meaning set forth in the Plan. The Executive
acknowledges that a copy of the Plan is posted on the Sirius XM’s intranet site and the Executive agrees to review it and
comply with its terms. This Agreement, the Employment Agreement and the Plan constitute the entire understanding between or among
the Company, Sirius XM and the Executive with respect to this Option.


 


9. Governing Law. This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws principles,
and shall bind and inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties
hereto. Any disputes arising from or relating to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment
Agreement.


 


10. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed given when delivered personally or when telecopied (with confirmation
of transmission received by the sender), three (3) business days after being sent by certified mail, postage prepaid, return receipt
requested or one (1) business day after being delivered to a nationally recognized overnight courier with next day delivery specified
to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): Company:
Sirius XM Holdings Inc., 1221 Avenue of the Americas, 36th Floor, New York, New York 10020, Attention: Chief Executive Officer;
and Executive: Address on file at the office of the Company. Notices sent by email or other electronic means not specifically authorized
by this Agreement shall not be effective for any purpose of this Agreement.


 


11. Binding Effect. This Agreement
has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.


 


12. Amendment. The rights of the Executive
hereunder may not be impaired by any amendment, alteration, suspension, discontinuance or termination of the Plan or this Agreement
without the Executive’s consent.




    	17



    	



    

IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


	 	 	SIRIUS XM HOLDINGS INC.	 
	 	 	 	 
	 	 	By:	Exhibit A	 
	 	 	 	Patrick Donnelly	 
	 	 	 	Executive Vice President, General	 
	 	 	 	Counsel and Secretary	 
	 	 	 	 	 
	 	 		Exhibit A	 
	 	 	 	Dara F. Altman	 




    	18



    	



    

Exhibit B


 


THE RSUs HAVE NOT BEEN REGISTERED UNDER
STATE OR FEDERAL SECURITIES LAWS. THE RSUs MAY NOT BE TRANSFERRED EXCEPT BY WILL OR UNDER THE LAWS OF DESCENT AND
DISTRIBUTION.


 


SIRIUS XM HOLDINGS INC.


2015 LONG-TERM STOCK INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


 


This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”),
dated June __, 2015 (the “Date of Grant”), is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”),
and DARA F. ALTMAN (the “Executive”).


 


1. Grant of RSUs. Subject to the terms
and conditions of this Agreement, the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”),
and the Employment Agreement, dated as of June __, 2015, between Sirius XM Radio Inc. (“Sirius XM”) and the
Executive (the “Employment Agreement”), the Company hereby grants ________________3
restricted share units (“RSUs”) to the Executive. Each RSU represents the unfunded, unsecured right of the Executive
to receive one share of common stock, par value $.001 per share, of the Company (each, a “Share”) on the dates
specified in this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.


 


2. Dividends. If on any date while RSUs
are outstanding the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs
granted to the Executive shall, as of the record date for such dividend payment, be increased by a number of RSUs equal to: (a)
the product of (x) the number of RSUs held by the Executive as of such record date, multiplied by (y) the per Share amount of any
cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash, the per Share value of such dividend,
as determined in good faith by the Company), divided by (b) the average closing price of a Share on the Nasdaq Global Select Market
on the twenty (20) trading days preceding, but not including, such record date. In the case of any dividend declared on Shares
that is payable in the form of Shares, the number of RSUs granted to the Executive shall be increased by a number equal to the
product of (1) the aggregate number of RSUs held by the Executive on the record date for such dividend, multiplied by (2) the number
of Shares (including any fraction thereof) payable as a dividend on a Share. In the case of any other change in the Shares occurring
after the date hereof, the number of RSUs shall be adjusted as set forth in Section 4(b) of the Plan.


 


3. No Rights of a Stockholder. The Executive
shall not have any rights as a stockholder of the Company until the Shares have been registered in the Company’s register
of stockholders.


 


4. Issuance of Shares subject to RSUs.
(a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, the Company shall issue, or cause there to
be transferred, to


 


 






3 Number to be
determined in accordance with Section 4(b)(ii) of the Employment Agreement.




    	19



    	



    

the Executive (or her beneficiary, in the case of death) on each
of the first (1st), second (2nd) , and third (3rd) anniversaries of the Date of Grant (or if such
date is not a business day, then on the next succeeding business day), a number Shares equal to one-third (1/3) the number of RSUs
granted to the Executive under this Agreement; provided that no Shares shall be issued to the Executive on any anniversary
(or on any succeeding business day) if the Executive is not employed by Sirius XM on such date.


 


(b) If the Executive’s employment with
Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s
employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement),
by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good
Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited,
shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s
estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to
the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing
condition that the Executive be an employee of Sirius XM shall, in the event of the termination of the Executive’s employment
with Sirius XM due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company
provided that the Executive (or her estate in the case of death) execute a release in accordance with Section 6(h) of the Employment
Agreement.


 


5. Non-transferable. The RSUs may not
be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or
by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Any attempt
to transfer, assign, pledge, hypothecate or otherwise dispose of RSUs or of any right or privilege conferred hereby shall be null
and void.


 


6. Withholding. Prior to delivery of
the Shares pursuant to this Agreement, the Company shall determine the amount of any United States federal, state and local income
tax, if any, which is required to be withheld under applicable law and shall, as a condition of delivery of certificates representing
the Shares pursuant to this Agreement, collect from the Executive the amount of any such tax to the extent not previously withheld
in any manner permitted by the Plan.


 


7. Rights of the Executive. Neither this
Agreement nor the RSUs shall confer upon the Executive any right to, or guarantee of, continued employment by Sirius XM, or in
any way limit the right of Sirius XM to terminate the employment of the Executive at any time, subject to the terms of any written
employment or similar agreement between or among the Company, Sirius XM and the Executive.


 


8. Professional Advice. The acceptance
of the RSUs may have consequences under federal and state tax and securities laws that may vary depending upon the individual circumstances
of the Executive. Accordingly, the Executive acknowledges that the Executive




    	20



    	



    

has been advised to consult her personal legal and tax advisors
in connection with this Agreement and the RSUs.


 


9. Agreement Subject to the Plan. This
Agreement and the RSUs are subject to the terms and conditions set forth in the Plan, which terms and conditions are incorporated
herein by reference. The Executive acknowledges that a copy of the Plan is posted on the Sirius XM’s intranet site and the
Executive agrees to review it and comply with its terms. This Agreement, the Employment Agreement and the Plan constitute the entire
understanding between or among the Company, Sirius XM and the Executive with respect to the RSUs.


 


10. Governing Law. This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New York, and shall bind and inure to the benefit of
the heirs, executors, personal representatives, successors and assigns of the parties hereto. Any disputes arising from or relating
to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment Agreement.


 


11. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given when delivered personally or when telecopied (with confirmation of transmission
received by the sender), three (3) business days after being sent by certified mail, postage prepaid, return receipt requested
or one (1) business day after being delivered to a nationally recognized overnight courier with next day delivery specified to
the parties at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	 	Company:	Sirius XM Holdings Inc.
	 		1221 Avenue of the Americas
			36th Floor
	 		New York, New York 10020
	 		Attention:  Chief Executive Officer
	 	 	 
	 	Executive:	Dara F. Altman
	 		Address on file at the
	 		office of the Company


 


Notices sent by email or other electronic means not specifically
authorized by this Agreement shall not be effective for any purpose of this Agreement.




    	21



    	



    

IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.


 


	SIRIUS XM HOLDINGS INC.	 	 
	 	 	 	 
	By:	 Exhibit B	 	Exhibit B
	 	Patrick Donnelly	 	DARA F. ALTMAN
	 	Executive Vice President, General	 	
	 	Counsel and Secretary	 	




    	22



    	



    

Exhibit C


 


AGREEMENT AND RELEASE


 


This Agreement and Release, dated as of _________,
20__ (this “Agreement”), is entered into by and between DARA ALTMAN (the “Executive”) and
SIRIUS XM RADIO INC. (the “Company”).


 


The purpose of this Agreement is to completely
and finally settle, resolve, and forever extinguish all obligations, disputes and differences arising out of the Executive’s
employment with and separation from the Company.


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants contained in this Agreement, the Executive and the Company hereby agree as follows:


 


1. The Executive’s employment with the
Company is terminated as of _____________, 20__ (the “Termination Date”).


 


2. The Company and the Executive agree that
the Executive shall be provided severance pay and other benefits, less all legally required and authorized deductions, in accordance
with the terms of Section 6(g) of the Employment Agreement between the Executive and the Company, dated as of June __, 2015 (the
“Employment Agreement”); provided that no such severance shall be paid if the Executive revokes this
Agreement pursuant to Section 4 below. The Executive acknowledges and agrees that she is entering into this Agreement in consideration
of such severance benefits and the Company’s agreements set forth herein. All vacation pay earned and unused as of the Termination
Date will be paid to the Executive to the extent required by law. Except as set forth above, the Executive will not be eligible
for any other compensation or benefits following the Termination Date other than any vested accrued benefits under the Company’s
compensation and benefit plans, and other than the rights, if any, granted to the Executive under the terms of any stock option,
restricted stock, or other equity award agreements or plans.


 


3. The Executive, for herself, and for her
heirs, attorneys, agents, spouse and assigns, hereby waives, releases and forever discharges the Company and its parents, subsidiaries,
and affiliated companies and its and their predecessors, successors, and assigns, if any, as well as all of their officers, directors
and employees, stockholders, agents, servants, representatives, and attorneys, and the predecessors, successors, heirs and assigns
of each of them (collectively “Released Parties”), from any and all grievances, claims, demands, causes of action,
obligations, damages and/or liabilities of any nature whatsoever, whether known or unknown, suspected or claimed, which the Executive
ever had, now has, or claims to have against the Released Parties, by reason of any act or omission occurring before the Executive’s
execution hereof, including, without limiting the generality of the foregoing, (a) any act, cause, matter or thing stated, claimed
or alleged, or which was or which could have been alleged in any manner against the Released Parties prior to the execution of
this Agreement and (b) all claims for any payment under the Employment Agreement; provided that nothing contained in this
Agreement shall affect the Executive’s rights (i) to indemnification from the Company as provided in the Employment Agreement
or otherwise; (ii) to coverage under the Company’s




    	23



    	



    

insurance policies covering officers and directors; (iii) to other
benefits which by their express terms extend beyond the Executive’s separation from employment (including the Executive’s
rights under Sections 6(g) of the Employment Agreement); and (iv) under this Agreement, and (c) all claims for discrimination,
harassment and/or retaliation, under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended,
the New York State Human Rights Law, as amended, as well as any and all claims arising out of any alleged contract of employment,
whether written, oral, express or implied, or any other federal, state or local civil or human rights or labor law, ordinances,
rules, regulations, guidelines, statutes, common law, contract or tort law, arising out of or relating to the Executive’s
employment with and/or separation from the Company, including but not limited to the termination of her employment on the Termination
Date, and/or any events occurring prior to the execution of this Agreement.


 


4. The Executive specifically waives all rights
or claims that she has or may have under the Age Discrimination In Employment Act of 1967, 29 U.S.C. §§ 621-634, as amended
(“ADEA”), including, without limitation, those arising out of or relating to the Executive’s employment
with and/or separation from the Company, the termination of her employment on the Termination Date, and/or any events occurring
prior to the execution of this Agreement. In accordance with the ADEA, the Company specifically hereby advises the Executive that:
(1) she may and should consult an attorney before signing this Agreement, (2) she has [twenty-one (21)/forty-five (45)]4
days to consider this Agreement, and (3) she has seven (7) days after signing this Agreement to revoke this Agreement.


 


5. Notwithstanding the above, nothing in this
Agreement prevents or precludes the Executive from (a) challenging or seeking a determination of the validity of this Agreement
under the ADEA; or (b) filing an administrative charge of discrimination under any applicable statute or participating in any investigation
or proceeding conducted by a governmental agency.


 


6. The Executive acknowledges that she has
read and understands the foregoing release and executes it voluntarily and without coercion.


 


7. This release does not affect or impair
the Executive’s rights with respect to workman’s compensation or similar claims under applicable law or any claims
under medical, dental, disability, life or other insurance arising prior to the date hereof.


 


8. The Executive warrants that she has not
made any assignment, transfer, conveyance or alienation of any potential claim, cause of action, or any right of any kind whatsoever,
including but not limited to, potential claims and remedies for discrimination, harassment, retaliation, or wrongful termination,
and that no other person or entity of any kind has had, or now has, any financial or other interest in any of the demands, obligations,
causes of action, debts, liabilities, rights, contracts, damages, costs, expenses, losses or claims which could have been asserted
by the Executive against the Company or any other Released Party.


 


 






4 To be
determined by the Company in connection with the termination.




    	24



    	



    

9. The Executive shall not make any disparaging
remarks about any of the Released Parties and/or any of their respective practices or products; provided that the Executive
may provide truthful and accurate facts and opinions about the Company where required to do so by law. The Company shall not, and
shall instruct its officers not to, make any disparaging remarks about the Executive; provided that the Released Parties
and their respective officers may provide truthful and accurate facts and opinions about the Executive where required to do so
by law.


 


10. The parties expressly agree that this
Agreement shall not be construed as an admission by any of the parties of any violation, liability or wrongdoing, and shall not
be admissible in any proceeding as evidence of or an admission by any party of any violation or wrongdoing. The Company expressly
denies any violation of any federal, state, or local statute, ordinance, rule, regulation, order, common law or other law in connection
with the employment and termination of employment of the Executive.


 


11. In the event of a dispute concerning the
enforcement of this Agreement, the finder of fact shall have the discretion to award the prevailing party reasonable costs and
attorneys’ fees incurred in bringing or defending an action, and shall award such costs and fees to the Executive in the
event the Executive prevails on the merits of any action brought hereunder. All other requests for relief or damages awards shall
be governed by Sections 20(a) and 20(b) of the Employment Agreement.


 


12. The parties declare and represent that
no promise, inducement, or agreement not expressed herein has been made to them.


 


13. This Agreement in all respects shall be
interpreted, enforced and governed under the laws of the State of New York and any applicable federal laws relating to the subject
matter of this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to
its fair meaning, and not strictly for or against any of the parties. This Agreement shall be construed as if jointly prepared
by the Executive and the Company. Any uncertainty or ambiguity shall not be interpreted against any one party.


 


14. This Agreement, the Employment Agreement,
[and list any outstanding award agreements] between the Executive and the Company [or Sirius XM Holdings Inc., as applicable,]
contain the entire agreement of the parties as to the subject matter hereof. No modification or waiver of any of the provisions
of this Agreement shall be valid and enforceable unless such modification or waiver is in writing and signed by the party to be
charged, and unless otherwise stated therein, no such modification or waiver shall constitute a modification or waiver of any other
provision of this Agreement (whether or not similar) or constitute a continuing waiver.


 


15. The Executive and the Company represent
that they have been afforded a reasonable period of time within which to consider the terms of this Agreement, that they have read
this Agreement, and they are fully aware of its legal effects. The Executive and the Company further represent and warrant that
they enter into this Agreement knowingly and voluntarily, without any mistake, duress or undue influence, and that they have been
provided the opportunity to review this Agreement with counsel of their own choosing. In making this




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Agreement, each party relies upon her or its own judgment, belief
and knowledge, and has not been influenced in any way by any representations or statements not set forth herein regarding the contents
hereof by the entities who are hereby released, or by anyone representing them.


 


16. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties. The parties further agree that delivery of an executed counterpart
by facsimile shall be as effective as delivery of an originally executed counterpart. This Agreement shall be of no force or effect
until executed by all the signatories.


 


17. The Executive warrants that she will return
to the Company all software, computers, computer-related equipment, keys and all materials (including, without limitation, copies)
obtained or created by the Executive in the course of her employment with the Company on or before the Termination Date; provided
that the Executive will be able to keep her blackberry, personal computer, personal rolodex and the like so long as any confidential
information is removed from such items.


 


18. Any existing obligations the Executive
has with respect to confidentiality, nonsolicitation of clients, nonsolicitation of employees and noncompetition, in each case
with the Company or its affiliates, shall remain in full force and effect, including, but not limited to, Sections 7 and 8 of the
Employment Agreement.


 


19. Any disputes arising from or relating
to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment Agreement.


 


20. Should any provision of this Agreement
be declared or be determined by a forum with competent jurisdiction to be illegal or invalid, the validity of the remaining parts,
terms or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed not to be
a part of this Agreement.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the respective dates set forth below.


 


	 	 	 	SIRIUS XM RADIO INC.
	 	 	 	 
	Dated: 	 		By:	Exhibit C
	 	 		 	Name:
	 	 	 		Title:
	 	 	 	 	 
	Dated:	 			Exhibit C
	 	 	 	Dara Altman




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