Exhibit 10.1


SECOND AMENDMENT


	
 

	
 


	
 

	
          SECOND
AMENDMENT, dated as of March 5, 2012 (this “Second Amendment”), to the
Employment Agreement, dated as of October 14, 2009, as amended by a First
Amendment, dated as of February 14, 2011 (collectively, the “Agreement”),
between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”),
and JAMES E. MEYER (the “Executive”).




WITNESSETH:


          WHEREAS,
the Company and the Executive jointly desire to amend certain provisions of the
Agreement in the manner provided for in this Second Amendment;


          NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the premises contained herein, the
Company and the Executive hereby agree as follows:


          1.
Amendment to Section 6 (Termination) of the Agreement. The first
sentence of Section 6(d)(ii) of the Agreement is hereby amended by deleting
such sentence in its entirety and replacing such sentence with the following:


	
 

	
 


	
 

	
          “(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 May 1, 2013
through May 31, 2013; provided that the Executive provides the Company
with a prior written notice of his resignation on April 1, 2013 under this
Section 6(d)(ii); and provided, further, that the Executive’s
employment is not terminated for Cause prior to May 31, 2013 (such notice by
the Executive, a “Retirement Notice”).”





          2.
Stock Option Agreement. In order to effectuate the intent of this Second
Amendment, the Executive and the Company agree that any references to the term
Employment Agreement in the Amended and Restated Stock Option Agreement, dated
February 14, 2011, between the Company and the Executive and the Stock Option
Agreement, dated October 14, 2009, shall mean the Employment Agreement as
amended from time to time, including by this Second Amendment.


          3.
No Other Amendments. Except as expressly amended, modified and
supplemented by this Second Amendment, the provisions of the Agreement are and
shall remain in full force and effect.


          4.
Governing Law. This Second Amendment shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York. 





2


          5.
Counterparts. This Second Amendment 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.


          6.
Entire Agreement. This Second Amendment represents the entire agreement
of the Company and the Executive with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the
parties hereto relative to the subject matter hereof not expressly set forth or
referred to herein.


          IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.


	
 

	
 

	
 

	
 


	
 

	
SIRIUS XM
RADIO INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Dara F. Altman

	
 


	
 

	
 

	




	
 


	
 

	
 

	
     Dara
F. Altman


	
 

	
 

	
     Executive
Vice President and


	
 

	
 

	
     Chief
Administrative Officer


	
 

	
 

	
 

	
 


	
 

	
 

	
/s/ James E. Meyer

	
 


	
 

	
 

	




	
 


	
 

	
 

	
     James E. Meyer