Exhibit 10.1 


EMPLOYMENT AGREEMENT


                    EMPLOYMENT
AGREEMENT, dated as of October 14, 2009 (this “Agreement”), between
SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and JAMES
E. MEYER (the “Executive”). 


                    WHEREAS,
the Company and the Executive previously entered into an amended and restated
employment agreement dated as of June 6, 2007 (the “Prior Agreement”);
and 


                    WHEREAS,
the Company and the Executive jointly desire to enter into this Agreement,
which is intended to 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 his employment
with the Company. 


                    2.       Duties
and Reporting Relationship. (a) The Executive shall be employed in the
capacity of President, Operations and Sales, of the Company. In such capacity,
the Executive shall be responsible for management of all aspects of the
Company’s retail and automaker operations (including retail sales and OEM sales
and marketing operations), customer care and retention, product management and
engineering and all personnel primarily working in such areas shall report to
the Executive. During the Term (as defined below), the Executive shall, on a
full-time basis and consistent with the needs of the Company to achieve the
goals of the Company, use his skills and render services to the best of his
ability in supervising the business and affairs of the Company. In addition,
the Executive shall perform such other activities and duties consistent with
his position as the Chief Executive Officer of the Company 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 consent of the Chief
Executive Officer, other than (i) passive investments, (ii) subject to Section
8, consulting services and business enterprises for which the Executive
receives no remuneration, and (iii) service as a director of Rovi Corporation
or service on other boards of directors with the express consent of the Chief
Executive Officer of the Company. 


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


                    
(c)     The Executive shall report solely to the Chief
Executive Officer of the Company. 





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                    3.      Term.
The term of this Agreement shall commence on October 14, 2009 (the “Effective
Date”) and end on May 1, 2013, unless terminated earlier pursuant to the
provisions of Section 6 (the “Term”). 


                    4.      Compensation.
(a) During the Term, the Executive shall be paid an annual base salary of
$950,000; provided that on (i) January 1, 2010 such annual base salary
shall be increased to $1,100,000, (ii) May 1, 2011 such annual base salary
shall be increased to $1,200,000, (iii) May 1, 2012 such annual base salary
shall be increased to $1,300,000, and (iv) thereafter may be subject to
increase from time to time by recommendation of the Chief Executive Officer of
the Company to, and approval by, the Board of Directors of the Company or any
committee thereof (the “Board”) (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 date hereof, the Company shall grant to the Executive an option to purchase
25,184,984 shares of the Company’s common stock, par value $.001 per share (the
“Common Stock”), at an exercise price of $0.5752 per share, the last
price of the Common Stock on the Nasdaq Global Select Market. Such options
shall be subject to the terms and conditions set forth in the Option Agreement
attached to this Agreement as Exhibit A. 


                    (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 him in carrying out his duties under this Agreement.
In addition, the Company shall reimburse the Executive for the reasonable costs
of an apartment in the New York metropolitan area and other incidental living expenses
(e.g., phone, cable, electric, gas, and one month’s security deposit (which
shall be returned to the Company at the end of the Term)), up to a maximum of
$5,000 per month for rent (the “Housing Allowance”). The Company shall
also reimburse the Executive for the reasonable costs of coach class air-fare
from the Executive’s home in Indianapolis, Indiana, to the Company’s executive
offices in New York City (the “Travel Allowance”). The Executive shall
also be paid such additional amount as may be necessary to hold the Executive
harmless as a result of any federal, state or New York City income taxes
imputed to the Executive in respect of the Housing Allowance or the Travel
Allowance. 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. The
foregoing reimbursement shall be subject to the Reimbursement Rules. 


                    (b)     During
the Term, the Executive shall be entitled to participate in any other benefit
plans, programs, policies and fringe benefits which may be made available to
the executive officers of the Company generally, including, without limitation,
disability, medical, dental and life insurance and benefits under the Company’s
401(k) savings plan. 





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                    (c)     During
the Term, the Executive shall be entitled to participate in any bonus plans
generally offered to executive officers of the Company. Bonuses may be subject
to the Executive’s individual performance and satisfaction of objectives
established by the Board or the compensation committee thereof (the “Compensation
Committee”). Bonuses may be paid in the form of cash, stock options,
restricted stock, restricted stock units or other securities of the Company. 


                    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.” A termination
of employment shall not be deemed to have occurred for purposes of any
provision of this Agreement providing for the payment of any amounts or
benefits upon or following a termination of employment unless such termination
also constitutes a “separation from service” within the meaning of Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”),
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 with or without
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 which is demonstrably and materially injurious to the Company,
 if any such material breach or violation described in clauses (A), (B) or
 (C), to the extent curable, remains uncured after 15 days have elapsed
 following the date on which the Company gives the Executive written notice of
 such material breach or violation; 

 
	
  

 	
  

 
	
  

 	
                     (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
 

 









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 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 Chief Executive Officer’s reasonable
 written instructions on a material matter within 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 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 this 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 (other than the Executive, if the Executive is
then serving on the Board) present (in person or by teleconference) and voting
at a meeting of the Board called and held for that purpose after 15 days’
notice to the Executive (which notice the Company shall use reasonable efforts
to confirm that Executive has actually received and which notice for purposes
of this Section 6(a) may be delivered, in addition to the requirements set
forth in Section 18, 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 conduct set forth in any of
clauses (i) through (vii) of this 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 and one day following the receipt by the Executive of a notice of a
termination without 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 his
position because of a disability, even with a reasonable accommodation, for one
hundred eighty days within any three hundred sixty-five 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. 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 shall terminate on the day such Notice of Disability Termination is
received by the Executive. 


                    (d)     (i)
The Executive may elect to resign from his employment with the Company at any
time during the Term with or without Good Reason. Should the Executive wish to
resign from his employment with the Company during the Term for other than Good
Reason, and not due to Scheduled Retirement pursuant to Section 6(d)(ii), the
Executive shall give 





5 


fourteen days
prior written notice to the Company of such a resignation for other than Good
Reason pursuant to this Section 6(d)(i). The Executive’s employment and the
Term shall terminate on the effective date of such resignation; provided that
the Company may, at its sole discretion, instruct the Executive to perform no
job responsibilities and cease his active employment immediately upon receipt
of the notice from the Executive.  


                    (ii)     The
Executive may elect to resign from his employment with the Company during the
Term for other than Good Reason, due to Scheduled Retirement. For purposes
hereof, “Scheduled Retirement” means the voluntary retirement from employment
hereunder of the Executive during the period from April 1, 2011 through April
30, 2011; provided that the Executive provides the Company with a prior written
notice of his resignation on February 1, 2011 under this Section 6(d)(ii); and
provided, further, that the Executive’s employment is not terminated for Cause
prior to the April 30, 2011 (such notice by the Executive, a “Retirement Notice”). In the event of such Scheduled Retirement, the Executive shall be
entitled to the severance payments and benefits set forth in Section 6(g)
(subject to his execution and non-revocation of the release described in
Section 6(g)), but such Scheduled Retirement shall be treated as a voluntary
resignation for all other purposes hereunder. The Executive’s employment and
the Term shall terminate on the effective date of such Scheduled Retirement set
forth in the Retirement Notice; provided that the Company may, at its sole
discretion, instruct the Executive to perform no job responsibilities and cease
his active employment immediately upon receipt of the notice from the
Executive.  


                    (e)     Should
the Executive wish to resign from his employment with the Company during the
Term for Good Reason (other than following delivery of a Retirement Notice by
the Executive), the Executive shall give seven days prior written notice to the
Company. The Executive’s employment and the Term shall terminate on the date
specified in such notice given in accordance with the relevant provision;
provided that the Company may, at its sole discretion, instruct the Executive
to cease active employment and perform no more job duties immediately upon
receipt of such notice from the Executive. 


                    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 days after delivery to the Company by the Executive of a
notice of the occurrence of such event:  


	
  

 	
  

 
	
  

 	
           (i)     the
 assignment to the Executive by the Company of duties not reasonably
 consistent with the Executive’s positions, duties, responsibilities, titles
 or offices set forth in Section 2(a), any material reduction in his duties or
 responsibilities or any removal of the Executive from or any failure to
 re-elect the Executive to any of such positions or the Executive not being
 the sole officer of the Company, other than the Company’s Chief Executive
 Officer, responsible for all sales, engineering and product development
 activities and personnel (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 

 
	
  

 	
  

 
	
  

 	
           (ii)     the
 Executive ceasing to report directly to the Chief Executive Officer of the
 Company; or 

 









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           (iii)     any
 requirement that the Executive report for work to a location more than 25
 miles from the Company’s current headquarters for more than 30 days in any
 calendar year, excluding any requirement that results from the damage or
 destruction of the Company’s current headquarters as a result of natural
 disasters, terrorism, acts of war or acts of God or travel in the ordinary
 course of business; or 

 
	
  

 	
  

 
	
  

 	
           (iv)     any
 reduction in the Base Salary; or 

 
	
  

 	
  

 
	
  

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

 



                    (f)      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 shall, 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 plans or
programs in accordance with the terms of such plans and programs (collectively,
the “Accrued Payments and Benefits”). If the employment of the Executive
is terminated without Cause, or if the Executive terminates his employment for
Good Reason, then the Executive shall be entitled to receive, in addition to
the Accrued Payments and Benefits, and the Company shall pay to the Executive: 


	
  

 	
  

 
	
  

 	
           (i)       without
 setoff, counterclaim or other withholding, except as set forth in Section
 4(c), a lump sum cash amount equal to the sum of (x) his annual Base Salary
 at the rate in effect on the Termination Date plus (y) the greater of (A) a bonus equal to 60% of Base
 Salary, or (B) the prior year’s annual bonus actually paid to the Executive
 by the Company; 

 
	
  

 	
  

 
	
  

 	
           (ii)      the
 costs of continuation of health insurance coverage for the Executive and his
 dependents under the Company’s health insurance plans in effect on the
 Termination Date for eighteen months following the Termination Date. The
 Executive shall have the option to continue such benefits pursuant to the
 Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) at his own
 expense to the extent permitted by law for an additional eighteen months; and 

 
	
  

 	
  

 
	
  

 	
           (iii)     a
monthly amount equal to the actual monthly costs to the Executive to obtain
life insurance benefits substantially similar to those benefits provided to
the Executive for a period of one year following such Termination Date;
provided that (1) the amount of such monthly payments shall not exceed twice
the amount that the Company would have paid to provide such life insurance
benefit to the Executive if he were an active employee on the Termination
Date, and (2) such payments shall cease if the Executive obtains a life
insurance benefit from another employer during the remainder of such one-year
period (such payment, the “Life Insurance Reimbursement Payment”).  

 



The Company’s
obligations under Section 6(f) shall be conditioned upon the Executive
executing, delivering, and not revoking during the seven day revocation period
a waiver and release of claims against the Company, substantially in the form
attached as Exhibit A (the “Release”) within 60 days following
the Termination Date. The lump sum amount contemplated under this Section 6(f)
shall be paid on the 60th day following the Termination Date. 






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                    (g)     If
the employment of the Executive is terminated as a result of a Scheduled
Retirement, then in lieu of (and not in addition to) the amounts set forth in
Section 6(f), the Executive shall be entitled to receive, in addition to the
Accrued Payments and Benefits, and the Company shall pay to the Executive: 


	
  

 	
  

 
	
  

 	
           (i)     without
 setoff, counterclaim or other withholding, except as set forth in Section
 4(c), a lump sum cash amount equal to the product of (x) two times and (y)
 the sum of (A) his annual Base Salary at the rate in effect on the
 Termination Date plus (B) the
 greater of (A) a bonus equal to 60% of Base Salary, or (B) the prior year’s
 annual bonus actually paid to the Executive by the Company; 

 
	
  

 	
  

 
	
  

 	
           (ii)     the
 costs of continuation of health insurance coverage for the Executive and his
 dependents under the Company’s health insurance plans in effect on the
 Termination Date for twenty four months following the Termination Date. The
 Executive shall have the option to continue such benefits pursuant to COBRA
 at his own expense to the extent permitted by law; and 

 
	
  

 	
  

 
	
  

 	
           (iii)    the
 Life Insurance Reimbursement Payment for a period of twenty four months after
 the Termination Date. 

 



The Company’s
obligations under this Section 6(g) shall be conditioned upon the Executive
executing, delivering, and not revoking during the seven day revocation period
a waiver and release of claims against the Company, substantially in the form
attached as Exhibit A (the “Release”) within 60 days following the
Termination Date. The lump sum amount contemplated under this Section 6(g)
shall be paid on the 60th day following the Termination Date.  


                    (h)     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) at the time of his 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-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-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 business day of the seventh 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 his employment he will occupy a position of trust and confidence. The
Executive shall not, except in connection with the performance of his 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 business and operations
that is not disclosed by the Company for financial reporting purposes 





8


and that was
learned by the Executive in the course of his employment by the Company,
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 computer records) of the documents
containing such Confidential Information, other than information that is
publicly disclosed by the Company in writing. The Executive acknowledges 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. The Executive agrees to deliver or return to the Company, at the
Company’s request at any time or upon termination or expiration of his
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 or on behalf of the Company or prepared
by the Executive in the course of his employment by the Company, provided that
the Executive will be able to keep his cell phones, blackberries, personal
computers, 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 his 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 (a) in any operations involving the transmission of radio
entertainment programming in competition with the Company, (b) in the business
of manufacturing, marketing or distributing radios, antennas or other parts for
use in devices which receive radio broadcasts, (c) in the business of manufacturing,
marketing, selling or distributing vehicles, and (d) in the business of
manufacturing, marketing or distributing consumer electronics devices; provided
that nothing in this Agreement shall prevent (i) the Executive from entering
into the employment of, or rendering services to, News Corporation or DIRECTV,
Inc. or (ii) purchase or ownership by the Executive by way of investment of
less than five 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 as to any product or service described in clauses (a),
(b) and (d) above that competes with any product or service provided or
marketed by the Company at the end of the Term. The Executive agrees that
during the Restricted Period he will not, directly or indirectly, solicit or
assist others to solicit the employment of or hire any employee of the Company
without the prior written consent of the Company. For purposes of this
Agreement, the “Restricted Period” shall mean three years following the
end of the Term; provided that if the employment of the Executive is
terminated without Cause or the Executive terminates his employment for Good
Reason, the “Restricted Period” shall be a period of one year following
the end of the Term. 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. The
provisions of this Section 8 shall survive the termination of the Executive’s
employment and the Term.  





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                    9.     Change
of Control Provisions. If the Executive is, in the opinion of a nationally
recognized accounting firm jointly selected by the Executive and the Company,
required to pay an excise tax on “excess parachute payments” (as defined in Section
280G(b) of the Code) under Section 4999 of the Code as a result of an
acceleration of the vesting of stock options or otherwise, the Company shall
have an absolute and unconditional obligation to pay the Executive in
accordance with the terms of this Section 9 the amount of such taxes. In
addition, the Company shall have an absolute and unconditional obligation to
pay the Executive such additional amounts as are necessary to place the
Executive in the exact same financial position that he would have been in if he
had not incurred any tax liability under Section 4999 of the Code. The
determination of the exact amount, if any, of any “excess parachute payments”
and any tax liability under Section 4999 of the Code shall be made by a
nationally-recognized independent accounting firm selected by the Executive and
the Company. The fees and expenses of such accounting firm shall be paid by the
Company. The determination of such accounting firm shall be final and binding
on the parties. The Company irrevocably agrees to pay to the Executive, in
immediately available funds to an account designated in writing by the
Executive, any amounts to be paid under this Section 9 within two business days
after receipt by the Company of written notice from the accounting firm which
sets forth such accounting firm’s determination. In addition, in the event that
such payments are not sufficient to pay all excise taxes on “excess parachute
payments” under Section 4999 of the Code as a result of an acceleration of the
vesting of options or for any other reason and to place the Executive in the
exact same financial position that he would have been in if he had not incurred
any tax liability under Section 4999 of the Code, then the Company shall have
an absolute and unconditional obligation to pay the Executive such additional
amounts as may be necessary to pay such excise taxes and place the Executive in
the exact same financial position that he would have been had he not incurred
any tax liability as a result of a change in control under the Code.
Notwithstanding the foregoing, in the event that a written ruling (whether
public or private) of the Internal Revenue Service (“IRS”) is obtained
by or on behalf of the Company or the Executive, which ruling expressly
provides that the Executive is not required to pay, or is entitled to a refund
with respect to, all or any portion of such excise taxes or additional amounts,
the Executive shall promptly reimburse the Company in an amount equal to all
amounts paid to the Executive pursuant to this Section 9 less any excise taxes
or additional amounts which remain payable by, or are not refunded to, the
Executive after giving effect to such IRS ruling. Each of the Company and the
Executive agrees to promptly notify the other party if it receives any such IRS
ruling. The payments contemplated by this Section 9 shall in all events be paid
no later than the end of the Executive’s taxable year next following the
Executive’s taxable year in which the excise tax (and any income or other
related tax or interest or penalties thereon) on a payment is remitted to IRS
or any other applicable taxing authority; or, in the case of amounts relating
to any claim by IRS or any other taxing authority that does not result in the
remittance of any federal, state, local and foreign income, excise, social
security and other taxes, the calendar year in which the claim is finally
settled or otherwise resolved. Any amounts required to be repaid to the Company
pursuant to this Section 9 will be repaid to the Company within five business
days of the Executive’s receipt of any refund with respect to any excise tax. 


                    10.    Remedies.
The Executive and 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 





10


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 of this Agreement, 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.     Consulting
Agreement. So long as the Executive’s employment and the Term have not been
terminated by the Company or the Executive pursuant to Section 6, and the
Executive has complied with his obligations under this Agreement in all
material respects, on May 1, 2013, the Company shall offer the Executive a
consulting agreement which will expire on April 30, 2014. If the Executive’s
employment and the Term shall have been terminated pursuant to a Scheduled
Retirement, and the Executive has complied with his obligations under this
Agreement in all material respects, on the date of such termination of
employment, the Company shall offer the Executive a consulting agreement which
will expire on the first anniversary of such termination of employment; provided
that the Executive’s duties under such consulting agreement shall not
unreasonably interfere with any subsequent employment by the Executive, which
employment shall, in all cases, comply with the restrictions set forth in
Section 8. The Company shall agree to pay the Executive’s reasonable
out-of-pocket expenses associated with the performance of his direct
obligations under such consulting agreement, but shall not be entitled to any
cash compensation from the Company during the term of such consulting
agreement. Such consulting agreement shall be in form and substance acceptable
to the Company in all other respects. For the avoidance of doubt, reasonable
out-of-pocket expenses shall not include the Housing Allowance and the Travel
Allowance. 


                    12.     Indemnification.
The Company shall indemnify the Executive to the full extent provided in the
Company’s Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws and the law of the State of Delaware in connection with his
activities as an officer of the Company. 


                    13.     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 the
Prior Agreement, but excluding any equity award agreements between the
Executive and the Company. 


                    14.     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. 


                    15.     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. 


                    16.     Assignment.
The Executive may not assign any of his rights or delegate any of his duties
hereunder without the prior written consent of the Company. The Company 





11


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
assets shall assume this Agreement. 


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


                    18.     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 business day after deposit with a
nationally recognized overnight courier (with next day delivery specified) and
five 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:
 General Counsel

 
	
  

 	
 Telecopier:
 (212) 584-5353

 
	
  

 	
  

 
	
  

 	
 if to the
 Executive:

 
	
  

 	
  

 
	
  

 	
 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. 


                    19.     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. 


                    20.     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 of this
Agreement; nor shall the amount of any benefit (except as expressly provided
herein) or payment provided for under Section 6 of this Agreement be reduced by
any compensation earned by the Executive as the result of employment by another
employer. 


                    21.     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 






12 


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 his termination,
including 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 21(a) is an action seeking injunctive relief from a court of competent
jurisdiction regarding enforcement and application of Sections 7, 8 or 10 of
this Agreement, which action may be brought in addition to, or in place of, an
arbitration proceeding in accordance with Section 21(a). 


                    22.     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). The 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 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 penalties, or liability for any damages
related thereto. The Executive acknowledges that he 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. The foregoing reimbursement rules,
the “Reimbursement Rules”. 


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





13 


                    23.     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. 


                    24.     Executive’s
Representation. The Executive hereby represents and warrants to Company
that he 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 his obligations under this
Agreement. 


                    25.     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. 





14 


                    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 L.
 Donnelly 

 
	
  

 	
  

 	
      Executive
 Vice President, General Counsel 

 
	
  

 	
  

 	
      and
 Secretary 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 /s / James
 E. Meyer

 
	
  

 	 

 	 

 
	
  

 	
  

 	
       James
 E. Meyer

 









Exhibit A 


THIS OPTION MAY NOT BE TRANSFERRED EXCEPT BY
WILL OR UNDER THE LAWS 

OF DESCENT AND DISTRIBUTION.


SIRIUS XM RADIO 2009 LONG-TERM STOCK
INCENTIVE PLAN


STOCK OPTION AGREEMENT


                    THIS
STOCK OPTION AGREEMENT (this “Agreement”), dated October 14 2009,
between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”),
and JAMES E. MEYER (the “Executive”). 


                    1.     
Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement,
the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”),
and the Employment Agreement, dated as of October 14, 2009, between the Company
and the Executive (the “Employment Agreement”), the Company hereby
grants to the Executive the right and option (this “Option”) to purchase
twenty five million one hundred eighty four thousand nine hundred and eighty
four (25,184,984) shares (the “Shares”) of common stock, par value
$0.001 per share, of the Company at a price per share of $0.5752 (the “Exercise
Price”). 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 (the “Code”). 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 four equal installments on each of October 14, 2010, October 14, 2011,
October 14, 2012 and October 14, 2013. 


                    (c)     If
the Executive’s employment with the Company terminates for any reason,
including as a result of a Scheduled Retirement (as defined in the Employment
Agreement) this Option, to the extent not then vested, shall immediately
terminate without consideration; provided that if the Executive’s
employment is terminated (i) due to death or Disability (as defined in the
Employment Agreement) the portion of this Option that would have otherwise
become vested within 12 months following the date of such termination of
employment due to death or Disability shall immediately become vested and
exercisable; (ii) by the Company without Cause (as defined in the Employment
Agreement), or 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; and
(iii) as a result of the expiration of the term of the Employment Agreement
(and not Scheduled Retirement (as defined in the Employment Agreement), and the
Executive enters into a consulting agreement with the Company in accordance
with Section 11 of the Employment Agreement, the Options shall continue to vest
so long as the Executive is performing services pursuant to such consulting
agreement. 





                    2.     Term.
This Option shall terminate on October 14, 2019 (the “Option Expiration Date”);
provided that if:  


	
  

 	
  

 
	
  

 	
           (a)     the
 Executive’s employment with the Company is terminated due to the Executive’s
 death or Disability, by the Company without Cause, by the Executive for Good
 Reason or by the Executive as a result of a Scheduled Retirement (as defined
 in the Employment Agreement), the Executive may exercise this Option in full
 until the first anniversary of such termination (at which time the Option
 shall be cancelled), but not later than the Option Expiration Date; 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c)     the
 Executive voluntarily terminates his employment with the Company without Good
 Reason, the Executive may exercise the vested portion of this Option until
 ninety days following the date of such termination (at which time the 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 the 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 tax, if any, which is 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 14(d) 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 the Company, or in any way
limit the right of the Company 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 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 his personal legal
and tax advisor in connection with this Agreement and this Option. 





                    8.     Agreement
Subject to the Plan. The 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. A copy of the Plan previously has
been delivered to the Executive. This Agreement, the Employment Agreement and
the Plan constitute the entire understanding between the Company 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 business days after being sent by
certified mail, postage prepaid, return receipt requested or one 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
Radio Inc., 1221 Avenue of the Americas, 36th Floor, New York, New York 10020,
Attention: General Counsel; 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. 






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


	
  

 	
  

 	
  

 
	
  

 	
 SIRIUS XM
 RADIO INC.

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
 John H. Schultz

 
	
  

 	
  

 	
 Senior Vice President, Human Resources

 
	
  

 	
  

 	
  

 
	
  

 	
  

 
	
  

 	
  

 	
 James E. Meyer

 









Exhibit B 


AGREEMENT AND RELEASE


                    This
Agreement and Release, dated as of _________, 20__ (this “Agreement”),
is entered into by and between JAMES E. MEYER (the “Executive”) and
SIRIUS XM RADIO INC., and its subsidiaries and affiliated companies
(collectively, 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 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, less all legally required and
authorized deductions in accordance with the terms of Section [6(f)][6(g)] of
the Employment Agreement, dated as of October 14, 2009 (the “Employment
Agreement”), between the Executive and the Company; 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 he is entering
into this Agreement in consideration of such severance and the Company’s
agreements set forth herein. All vacation pay earned and unused as of the
Termination Date will be paid to Executive as 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 himself, and for his heirs, attorneys, agents, spouse and
assigns, hereby waives, releases and forever discharges the Company and its
predecessors, successors, and assigns, if any, as well as its and 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 date
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 insurance policies covering officers and directors; (iii) to other
benefits which by their express terms extend beyond the Executive’s separation
from employment (including 





Executive’s
rights under Section [6(f)][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 the termination of his 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 he 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 his 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) he may
and should consult an attorney before signing this Agreement, (2) he has
twenty-one (21) days to consider this Agreement, and (3) he has seven (7) days
after signing this Agreement to revoke this Agreement.  


                    5.     Notwithstanding
the above, nothing in this Agreement prevents or precludes 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.     Executive
acknowledges that he has read and understands the foregoing release and
executes it voluntarily and without coercion. 


                    7.     The
Company, for itself, and for its predecessors, successors, and assigns, if any,
as well as its and their officers, directors and employees, stockholders,
agents, servants, representatives, and attorneys, and the predecessors, successors,
heirs and assigns of each of them, hereby waives, releases and forever
discharges the Executive and his heirs, attorneys, agents, spouse and assigns
(collectively, “Executive Released Parties”) from any and all
grievances, claims, demands, causes of action, obligations, damages and/or
liabilities of any nature whatsoever, which the Company ever had, now has, or
claims to have against the Executive Released Parties by reason of any act or
omission occurring before the date hereof including, without limiting the
generality of the foregoing, any act, cause, matter or thing stated, claimed or
alleged of which the Company has actual knowledge which was or could have been
alleged in any manner against the Executive Released Parties prior to the
execution of this Agreement. 


                    8.     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. 





                    9.     The
Executive warrants that he 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. 


                    10.     The
Executive shall not make any disparaging remarks about the Company, or its
officers, agents, employees, 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 Company and its officers may provide truthful and
accurate facts and opinions about the Executive where required to do so by law.



                    11.     
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. 


                    12.     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 21(a) and 21(b) of the
Employment Agreement. 


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


                    14.     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. 


                    15.     This
Agreement, the Employment Agreement, [and
list any outstanding award agreements] between the Executive and the
Company 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. 





                    16.     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 Agreement, each
party relies upon his 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. 


                    17.     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. 


                    18.     The
Executive warrants that he will return to the Company all software, computers,
computer-related equipment, keys and all materials (including copies) obtained
or created by the Executive in the course of his employment with the Company on
or before the Termination Date, provided that the Executive will be able to
keep his cell phones, blackberries, personal computers, personal rolodex and
the like so long as any confidential information is removed from such items. 


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


                    20.     Any
disputes arising from or relating to this Agreement shall be subject to the
arbitration pursuant to Section 21 of the Employment Agreement. 


                    21.     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 date
first above written. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 SIRIUS XM
 RADIO INC.

 
	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 James E.
 Meyer