Exhibit 10.1


 


	 	June 29, 2015



 


Mr. James A. Cady


 


Dear Jim:


 


This letter agreement (this “Letter”
or “Agreement”) confirms your employment with Sirius XM Radio Inc. (the “Company” or “Sirius
XM”) on a full-time basis as Executive Vice President, Products, Operations and Connected Vehicle. You shall also serve
as Executive Vice President, Products, Operations and Connected Vehicle of Sirius XM Holdings Inc. (“Holdings”).
This Agreement shall continue until terminated pursuant to the provisions set forth herein.


 


During your employment with the Company,
you shall be paid an annual base salary of $600,000 (the “Base Salary”), less applicable withholdings, to be
paid on a semi-monthly basis through the Company’s regular payroll system and subject to any increases that the Company may
approve in its sole discretion.


 


You also will be eligible to participate
in any bonus plans generally offered to executive officers of the Company. Your target annual bonus opportunity shall be 150% of
your Base Salary (the “Bonus”). Bonus(es) will be subject to your individual performance and satisfaction of
Company objectives, as determined by the Company in its sole discretion.


 


You will be eligible to participate in any
Company provided benefit programs and other policies and fringe benefits which may generally be made available to full-time employees.


 


On the
first business day after the date hereof on which Holdings and you are not subject to a blackout restriction (the “First
Trading Day”), Holdings shall grant to you the following:


 


(a) 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 $1,500,000, 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



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(b) a
number of restricted stock units equal to $500,000, 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.


 


All compensation
paid to you 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).


 


During your employment with the Company,
the Company shall reimburse you for reasonable and necessary business expenses incurred and advanced by you in carrying out your
duties under this Agreement, which will include the reasonable costs of coach class air-fare from your home in Portland to one
of the Company’s offices (such office location to be in New York, New Jersey, and/or Texas as determined by the Company in
its sole discretion, or such other location as mutually agreed upon between you and the Company) on a weekly basis along with reasonable
hotel and meal expenses while at such Company office. Such expenses will not be grossed up and must be consistent with the Company’s
travel and expense reimbursement policy and supported by adequate documentation as requested by the Company.


 


You agree to comply in all respects with
the Company’s employee handbook, including but not limited to its Code of Ethics and Information Security and Privacy Policies,
and all other applicable Holdings and/or Company policies and practices. The Company reserves the right to change any and all of
its policies, including but not limited to its benefit and compensation plans, and the specific duties of your position from time
to time.


 


Your employment at the Company is for no
specified period of time. It is an at-will employment relationship, and either you or the Company may terminate the relationship
at any time, for any reason, with or without Cause (as defined below) and with or without notice.


 


If the Company terminates your employment
without Cause (as defined below), and your employment is not terminated due to your death or Disability (as defined below), or
if you terminate your employment for Good Reason (as defined below), then, in addition to your rights under any equity award agreements
between you and the Company or Holdings, you shall be entitled to receive the following as severance (the “Severance Amount”)
(in addition to any salary, benefits or other sums due to you through your termination date):


 


			(i) an amount equal to six (6) months of your annualized Base Salary then in effect, to be paid in the form of salary continuation
following your termination date;



 


			(ii) continuation of group health insurance benefits for a period of six (6) months following your termination date, provided
pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), and comparable to the
terms in effect for the Company’s active employees, except that the benefits otherwise receivable by you pursuant to this
paragraph will be applied against the maximum period of continuation coverage under COBRA; provided that (a) the Company
will not provide for cash in lieu




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of such benefits; (b) you timely complete all required paperwork
to continue such benefits pursuant to COBRA; and (c) such coverage, and the Company’s agreement to pay for such coverage,
shall terminate as of the date that you are eligible for comparable benefits from a new employer. You shall notify the Company
within thirty (30) days after becoming eligible for coverage of any such comparable benefits.


 


The Company’s obligations under the
preceding paragraph shall be conditioned upon you executing, delivering, and not revoking during any applicable revocation period,
a separation agreement, and waiver and release of claims against the Company (“Release”), substantially in the
form attached to this Agreement as Exhibit C within fifty-three (53) days of the date of termination of your employment.


 


For purposes of this Agreement, “Cause”
means the occurrence or existence of any of the following:


 


(i) a breach by you of the terms
of this Agreement, provided that such breach remains uncured, as determined by the Company in its reasonable discretion,
after thirty (30) days have elapsed following the date on which the Company gives you written notice of such breach;


 


(ii) performance of your duties
in a manner deemed by the Company, in its reasonable discretion, to be negligent;


 


(iii) any act of insubordination,
dishonesty, misappropriation, embezzlement, fraud, or other misconduct by you involving the Company or any of its affiliates;


 


(iv) the conviction of or the plea
of nolo contendere or the equivalent by you of any crime other than a traffic violation;


 


(v) any action by you causing damage
to or misappropriation to any property of the Company or any of its affiliates;


 


(vi) your failure to comply with
the policies and procedures of Holdings or the Company in effect from time to time, including, without limitation, either of their
Code of Ethics and Information and Security Policies; or


 


(vii) conduct by you that demonstrates
unfitness to serve as an employee of the Company or any of its affiliates including any act, whether or not performed in the workplace,
which subjects, or if publicly known, would likely subject the Company or any of its affiliates to public ridicule or embarrassment,
or would likely be detrimental or damaging to the Company’s or any of its affiliates’ reputation or relationships with
their subscribers, customers, vendors or employees.


 


For purposes of this Agreement, “Good
Reason” shall mean (i) your ceasing to report solely and directly to the Chief Executive Officer of the Company; (ii)
any material reduction in your Base Salary; (iii) or any material reduction in, or adverse alteration to, your title (without your
prior written consent) for a period of thirty (30) days after delivery to the Company by you



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of a written notice within thirty (30) days of the occurrence
of such event, during which such thirty (30)-day period of continuation the Company shall be afforded an opportunity to cure such
event; provided that no resignation will be for Good Reason unless you actually resign from employment effective as of a
date within seventy-five (75) days after occurrence of the event constituting Good Reason.


 


For purposes of this Agreement, “Disability”
means your incapacity due to physical or mental illness to perform the duties of your position for more than one hundred and eighty
(180) days within any twelve (12) month period.


 


During your employment and for six (6) months
following the termination of your employment by you or the Company for any reason (such period, the “Restricted Period”),
you will not, directly or indirectly, enter into the employment of, render services to, or otherwise assist, any person or entity
engaged in any operations in North America involving the transmission or production of radio programming or any activity that competes
with the business of the Company, including, without limitation, the business of telematics (any such person or entity, a “Competitor”).
For purposes of this Agreement, the term “radio” shall be defined broadly and shall include, without limitation, traditional
radio, terrestrial radio, satellite radio, digital radio, internet broadcasts, internet streaming, internet radio and radio devices
and methods now known and hereafter developed. Should any provision of this paragraph be declared unenforceable by a court, then
to the extent applicable this paragraph shall be deemed modified to restrict your competition with the Company to the maximum extent
of time, scope and geography which the court shall find enforceable, and such paragraph shall be so enforced.


 


Without limiting the generality of the foregoing,
you agree that during your employment you will not negotiate or enter into any discussions, or allow any other person or entity
to discuss or negotiate on your behalf, with any Competitor concerning employment with or rendering services to such Competitor.
You also agree that during the Restricted Period, you will (i) not call on or otherwise solicit business or assist others to solicit
business from any of the customers or potential customers of the Company as to any product or service that competes with the Company
as of the termination date of your employment; and (ii) not solicit or assist others to solicit the employment of or hire or otherwise
retain the services of any employee or independent contractor of the Company (or any individual who was an employee or independent
contractor of the Company within the preceding six months) without the prior written consent of the Company. As used herein, “solicit”
shall include, without limitation, directly or indirectly requesting, encouraging, enticing, assisting, or causing.


 


You agree that during your employment and
thereafter, you shall not make any statements or comments that could be considered to shed an adverse light on the business, reputation
or personnel of the Company or its affiliates; provided that the foregoing limitation shall not apply to your compliance
with law or legal process.




 


You shall not accept or receive, either directly
or indirectly, money, services or any other valuable consideration (other than your compensation paid directly through the Company’s
payroll department) in connection with or related to your participation, directly or indirectly, in program material broadcast
or transmitted by the Company or its affiliates, or for playing certain



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content or broadcasting any matter, including, without limitation,
references to, or endorsement or identification of, any product, service or content. You shall notify the Company immediately in
writing of receipt of any such payment or thing of value or any approaches or overtures made to you by anyone to insert, use or
otherwise mention, refer or endorse of any product, service, content or other matter in any programming by the Company or its affiliates.


 


You represent and warrant that neither you
nor any member of your immediate family has any interest, either directly or indirectly, in any broadcasting company, record company,
retail store, music or video publishing (physical or electronic) company, internet or new technology interests, concert promotion
company, professional singers or musicians. Should you or any such family member acquire any such interest (other than an interest
acquired solely as a result of the purchase of less than 5% of the equity securities of a publicly traded corporation), such acquisitions
shall be promptly reported in writing to the Company’s General Counsel.


 


You acknowledge that in the course of your
employment you will occupy a position of trust and confidence. You shall not, except as may be required to perform your duties
or as required by applicable law, disclose to others or use, whether directly or indirectly, any Confidential Information. “Confidential
Information” shall mean information about the Company’s business and operations that is not publicly disclosed
by the Company and that was learned by you in the course of your employment by the Company, including but not limited to any proprietary
knowledge, business plans, business strategies, budget information, product plans, patents, trade secrets, data, formulae, sketches,
notebooks, blueprints, employee information, pricing and cost data, and client and customer lists and all papers and records (including
computer records) of the documents containing such Confidential Information. Confidential Information shall not include information
that becomes public other than through disclosure, directly or indirectly, by you or information you are required to disclose by
law or legal process (provided that you provide the Company immediately with prior written notice of the legally required disclosure
and reasonably cooperate with the Company in seeking a protective order or other appropriate protection of such information if
it chooses to do so). You acknowledge that such Confidential Information is specialized, unique in nature and of great value to
the Company, and that such information gives the Company a competitive advantage. You agree to deliver or return to the Company,
at the Company’s request at any time or upon termination of your employment or as soon as possible thereafter, all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished
by the Company or prepared by you in the course of your employment by the Company.


 


The results and proceeds of your services
(collectively, the “Work Product”) shall be “works made for hire” for the Company under United States
Copyright Law and shall be the exclusive property of the Company. You shall promptly execute and deliver all documents necessary
to transfer all right, title and interest in the Work Product to the Company. You hereby covenant to the Company that no Work Product
will infringe upon or violate any intellectual property rights or any other rights whatsoever of any third parties. To the extent
that any of the results and proceeds of your services may not, by operation of law, be “works made for hire,” you hereby
assign to the Company (or its designee) ownership of these materials, and the Company (or its designee) shall have the right to
obtain and hold in its own name or transfer to others, copyrights, and similar protection which may be available in such materials.
Any



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preexisting works utilized by you in the performance of your
duties shall remain your exclusive property.


 


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 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 such Separation from Service takes place shall
be your termination date. Notwithstanding any provisions of this Agreement to the contrary, if you are a “specified employee”
(within the meaning of Section 409A and determined pursuant to policies adopted by the Company) at the time of your Separation
from Service and if any portion of the payments or benefits to be received by you upon Separation from Service would be considered
deferred compensation under Section 409A, amounts that would otherwise be payable pursuant to this Agreement during the six (6)-month
period immediately following your Separation from Service and benefits that would otherwise be provided pursuant to this Agreement
during the six (6)-month period immediately following your Separation from Service will instead be paid or made available on the
earlier of (1) the first (1st) business day of the seventh (7th) month following the date of your Separation
from Service and (2) your death.




 


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 your employment 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 you harmless
from any or all such taxes, interest or penalties, or liability for any damages related thereto. You acknowledge that you have
been advised to obtain independent legal, tax or other counsel in connection with Section 409A. Each payment under this Agreement
shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A.


 


With respect
to any amount of business expenses eligible for reimbursement pursuant to Company policy, such expenses will be reimbursed by the
Company within thirty (30) days following the date on which the Company receives the applicable invoice from you in accordance
with the Company’s expense reimbursement policies, but in no event later than the last day of your taxable year following
the taxable year in which you incur 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 your right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.


 


You acknowledge that a portion of the compensation
being paid to you by the Company is paid expressly in consideration of the covenants contained herein. You also acknowledge that:
(a) the restrictions contained in this Agreement are reasonable in order to protect the legitimate



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business interests of the Company; (b) a breach by you of any
of the terms of this Agreement would result in immediate and irreparable harm to the Company that cannot be adequately compensated
by a monetary award; and (c) in the event of any such breach, in addition to all of the other remedies available to the Company
at law or in equity, it would be reasonable for the Company to obtain a restraining order, injunction, a decree of specific performance
and/or other equitable relief to ensure compliance with the terms of this Agreement.


 


You hereby represent and warrant to the
Company that you are not now under any contractual or other obligations, including but not limited to any non-compete obligations
or non-solicitation provisions, that are inconsistent with or in conflict with this Agreement or that could prevent, limit, restrict,
or impair your performance of your job duties or your obligations under this Agreement. In addition, you acknowledge and agree
that you are a manager, and thereby meet the requirements of a “management employee” for purposes of New York’s
Broadcast Employees Freedom to Work Act.


 


Notwithstanding any other provisions in
this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to you 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 any
of its affiliates pursuant to any such law, government regulation or stock exchange listing requirement).


 


Notwithstanding any other provisions
in this Agreement, in the event that any payment or benefit received or to be received by you (including, without limitation,
any payment or benefit received in connection with a change of control of the Company or Holdings, or the termination of your
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 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 you 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).



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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.


 


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 you 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 you 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 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
non-compete covenant included in this Agreement, as determined by the Auditor or such other accounting, consulting or valuation
firm selected by the Company prior to the change of control), 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 determined by the Auditor in accordance with the principles of Sections
280G(d)(3) and (4) of the Code.


 


At the time that payments are made under
this Agreement, the Company will provide you with a written statement setting forth the manner in which such payments were calculated
and the basis for such calculations, including any opinions or other advice the Company 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 you
object to the Company’s calculations, the Company will pay to you such portion of the Total Payments (up to 100% thereof)
as you determine is necessary to result in the proper application of the applicable preceding paragraphs. All determinations required
by the applicable preceding paragraphs (or requested by either you or the Company in connection with such paragraphs) will be at
the



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expense of the Company. The fact that your right to payments
or benefits may be reduced by reason of the limitations contained in such paragraphs will not of itself limit or otherwise affect
any other rights you have under this Agreement.


 


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


 


Following the termination of the your employment
for any reason, if and to the extent requested by the Company, you hereby agree to resign from all fiduciary positions (including,
without limitation, as a member of any board or as trustee) and all other offices and positions you then hold with Holdings, the
Company or any of their subsidiaries; provided that if you refuse to tender your resignation after the Company has made
such request, then the Company will be empowered to tender your resignation from such offices and positions.


 


This Agreement, and any documents incorporated
herein by reference, constitutes the entire agreement between the parties regarding their employment relationship and supersedes
any and all prior agreements, understandings and communications between the parties. Notwithstanding the foregoing, any of your
restrictive covenant obligations under this Agreement (including but not limited to non-compete, non-solicit, confidentiality,
non-disparagement and intellectual property restrictions herein) shall be in addition to, and not in lieu of, any other restrictive
covenant obligations you may have pursuant to Company policy, any other agreement with the Company or its affiliates, or pursuant
to applicable law. Should any provision of this Agreement be declared invalid or unenforceable, such invalidity or unenforceability
shall not affect the remaining provisions hereof.


 


This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. The parties irrevocably and unconditionally
waive the right to a jury trial concerning any dispute between them, including, without limitation, as to any claims relating to
the employment relationship between them or that arise out of or relate to this Agreement.


 


If any term of this Agreement conflicts
with any practice or policy of the Company, now or in the future, the terms of this Agreement will control; provided that
any restrictive covenant obligations under this Agreement will be in addition to, and not in lieu of, such other Company practice
or policy. The terms of this Agreement may not be changed except by written agreement signed by you and either the Chief Executive
Officer, the Executive Vice President and Chief Administrative Officer, or the General Counsel of the Company.



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We ask that you confirm your understanding
and acceptance of the terms and conditions contained herein by signing the attached copy of this Agreement and returning it to
me as soon as possible.


 




	 	Sincerely,
	 	 
	 	/s/ Dara F. Altman
	 	 
	 	Dara F. Altman
	 	Executive Vice President and
	 	Chief Administrative Officer
	 	 
	I have read this Agreement and understand

and agree to its terms this 29th day of

June 2015:	 


 


	/s/ James A. Cady	 
	JAMES A. CADY	 





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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 __________ __, 2015, between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”), and JAMES
A. CADY (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 29, 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 29, 2016, June 29, 2017 and June 29, 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


 




 



 




1 Number to be
computed in accordance with the Employment Agreement.


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



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Cause or by the Executive for Good Reason, be waived by the
Company provided that the Executive (or his estate in the case of death) execute a release acceptable to the Company.


 


2. Term.
This Option shall terminate on June 29, 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 the Executive’s 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’s employment
with Sirius XM is terminated for any reason other than for Cause, death or Disability or by the Executive for 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 his 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



    	12



    	



    

individual circumstances of the Executive. Accordingly, the
Executive acknowledges that the Executive has been advised to consult his personal legal and tax advisors in connection with this
Agreement and this Option.


 





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.


 


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.



    	13



    	



    

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


 





	 	SIRIUS XM HOLDINGS INC.
	 	 	 
	 	By:	Exhibit A	 
	 	 	Dara F. Altman
	 	 	Executive Vice President and
	 	 	Chief Administrative Officer
	 	 	 
	 	 	Exhibit A	 
	 	 	James A. Cady





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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 ________ __, 2015 (the “Date of Grant”), is between SIRIUS XM HOLDINGS
INC., a Delaware corporation (the “Company”), and JAMES A. CADY (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 29, 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.


 




 





 


3 Number to be
determined in accordance with the Employment Agreement.



    	1



    	



    

4. Issuance of Shares subject to RSUs.
(a) Subject to the terms of this Agreement or the Plan, the Company shall issue, or cause there to be transferred, to the Executive
(or his 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 his estate in the case of death) execute a release acceptable to the Company.


 


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



    	2



    	



    

has been advised to consult his 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.


 


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:	James Cady
	 	 	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.



    	3



    	



    

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
	 	Dara F. Altman	 	James A. Cady
	 	Executive Vice President and	 	 
	 	Chief Administrative Officer	 	 




    	4



    	



    

Exhibit C


 


AGREEMENT AND RELEASE


 


This Agreement and Release, dated as of _________,
20__ (this “Agreement”), is entered into by and between JAMES A. CADY (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 the letter agreement between the Executive and the Company dated as of June 29, 2015 (the “Letter
Agreement”), and the exhibits thereto; 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 the Executive 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, with the intention
of binding the Executive and the Executive’s 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 up until the time that the Executive executes this Agreement, 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 Letter Agreement; provided that nothing contained in this Agreement shall affect the Executive’s rights
(i) to indemnification from



    	5



    	



    

the Company pursuant to any applicable Company policies; (ii)
to coverage under the Company’s insurance policies covering officers and directors; (iii) to other benefits which by their
express terms extend beyond the Executive’s separation from employment; 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 the Executive’s
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 the Executive 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 the Executive’s 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) the Executive may and should consult an attorney before signing this Agreement, (2) the Executive
has [twenty-one (21) / forty-five (45)]4 days to consider this Agreement, and (3)
the Executive 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 the
Executive 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 the Executive
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.



    	6



    	



    

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.


 


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. The parties hereby
irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the
Borough of Manhattan, State of New York, and expressly waive the right to a jury trial, for any actions, suits or proceedings arising
out of or relating to this Agreement.


 


14.This Agreement, the Letter 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



    	7



    	



    

review this Agreement with counsel of their own choosing. In
making this Agreement, each party relies upon 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 the Executive
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 the Executive’s employment with the Company on or before the
Termination Date; provided that the Executive will be able to keep the Executive’s cell phones, blackberries, personal
computers, 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 or other service providers and noncompetition,
in each case with the Company or its affiliates, shall remain in full force and effect, including, but not limited to, the restrictive
covenants set forth in the Letter Agreement.


 


19.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
	 	 	 	JAMES A. CADY



    	8