**Exhibit10.52**

**2003GRANTS — EXECUTIVES**

 

**XM SATELLITE RADIO HOLDINGS INC.**

**1998 SHARE AWARD PLAN**

 

**NON-QUALIFIED STOCK OPTION AGREEMENT**

# **1.     Definitions. Terms defined in the Plan and not otherwise defined in this Agreementare used in this Agreement as defined in the Plan.  In this Agreement, except where the context otherwise indicates,the following definitions apply:**

## ***A.***                                   “Agreement” means this Non-Qualified Stock OptionAgreement, including the Notice of Grant of Stock Options and Option Agreementattached hereto.

## ***B.***                                     “XM” means XM Satellite Radio Holdings Inc., aDelaware corporation.

## ***C.***                                     “Committee” means the committee appointed by the XMBoard of Directors to administer the Plan.

## ***D.***                                    “Covered Shares” means the Shares subject to theOption.

## ***E.***                                      “Date of Exercise” means the date on which XMreceives notice of the exercise, in whole or in part, of the Option pursuant toSection 5.A. of this Agreement.

## ***F.***                                      “Date of Expiration” means, subject to the provisionsof Section 3.C and D of this Agreement, ten (10) years after the Date of Grant.

## ***G.***                                     “Date of Grant” means the effective date of grant asset forth on the Notice of Grant of Stock Options and Option Agreement attachedhereto.

## ***H.***                                    “Option” means the non-qualified stock option grantedto the Optionee in Section 2 of this Agreement.

## ***I.***                                         “Option Period” means the period beginning on theDate of Grant and terminating on the Date of Expiration.

## ***J.***                                        “Option Price” means the dollar amount set forth onthe Notice of Grant of Stock Options and Option Agreement attached hereto.

## ***K.***                                    “Optionee” means the person identified as the granteeon the Notice of Grant of Stock Options and Option Agreement attached hereto.

## ***L.***                                      “Plan” means the XM 1998 Shares Award Plan, as thesame may be amended from time to time.

## ***M.***                                 “Securities Act” means the Securities Act of 1933, asamended.

 

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## ***N.            “Shares” means shares of Class ACommon Stock of XM.***

# **2.     Grant of Option. Pursuant to the Plan and subject to the terms of this Agreement, XMgrants to the Optionee the option to purchase from XM that number of Sharesidentified in the Notice of Grant of Stock Options and Option Agreementattached hereto, exercisable at the Option Price, and effective on the Date ofGrant.**

# **3.     Terms of the Option.**

## ***A.***                                   Type of Option.  The Option isintended to be a non-qualified stock option and is not an incentive stockoption within the meaning of Section 422 of the Code.

## ***B.***                                     Vesting and Exercise.  The Option may beexercised during the Option Period, subject to the limitation that the Optionshall vest in three (3) equal annual installments such that:

### **a.**                                       no portion of the Covered Shares may be exercised during the first yearfollowing the Date of Grant;

### **b.**                                      during the second year following the Date of Grant, the Option may beexercised to a maximum of 33 1/3 % of the Covered Shares;

### **c.**                                       during the third year following the Date of Grant, the Option may beexercised to a cumulative maximum of 66 2/3% of the Covered Shares; and

### **d.**                                      thereafter the Option with respect to the Covered Shares may beexercised in full.

## ***C.***                                     Termination of Employment:  If theOptionee’s employment terminates during the Option Period, the Option may beexercised for the following periods after such termination:  zero (0) months in the case of a terminationfor Good Cause; three (3) months in the case of a voluntary termination; six(6) months following an involuntary termination, or twelve (12) months in thecase of death, disability, retirement or voluntary or involuntary terminationafter a Change of Control.  Upon theOptionee’s termination of employment, the Option shall be exercisable only tothe extent that it was vested and exercisable as of the date of the Optionee’stermination, except that in the case of (i) Optionee’s death or (ii)involuntary termination within one year of a Change of Control, the Optionshall vest immediately in full and shall be fully exercisable by the Optioneeor the Optionee’s authorized representative or by his or her properly appointedattorney-in-fact, guardian, trustee, or conservator, as the case may be.  Notwithstanding the foregoing, (x) theforegoing shall be subject to (and limited by) the terms of any EmploymentAgreement in effect from time to time between XM and the Optionee and (y) theOption (and the Shares issued upon exercise thereof) may be subject toforfeiture pursuant to other agreements between XM (or its affiliates) andOptionee.

 

 

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## ***D.***                                    Nontransferability.  The Option is nottransferable by the Optionee other than (i) by will or by the laws of descentand distribution, or (ii) pursuant to a qualified domestic relations order asdefined in Section 414(p) of the Code or Title I of the Employee RetirementIncome Security Act or the rules thereunder, and is exercisable, during theOptionee’s lifetime, only by the Optionee or, in the case of the Optionee’slegal disability, by the Optionee’s legal representative except as provided inparagraph C of this Section 3.

# **4.     Capital Adjustments. The number of Covered Shares and the Option Price shall be subject tosuch adjustment, if any, in accordance with Section 11(a) of the Plan.**

# **5.     Method of Exercise.**

## ***A.***                                   Notice.  The Option shallbe exercised, in whole or in part, by the delivery to XM of written notice ofsuch exercise, in such form as the Committee may from time to time prescribe,accompanied by:

### **a.**                                       full payment in cash or readily available funds or in Shares in theamount of the Option Price with respect to that portion of the Option beingexercised or pursuant to a cashless exercise program to be established by theCommittee in accordance with Section 4(b) of the Plan;

### **b.**                                      any amount that must be withheld by XM for Federal, State, and/or localtax purposes, payable either in cash or in Shares, including throughwithholding of Shares upon exercise;

### **c.**                                       such representations and documents as the corporation, in its absolutediscretion, deems necessary or advisable to effect compliance with allapplicable provisions of the Securities Act and any other Federal or Statesecurities laws or regulations.  XM may,in its absolute discretion, also take whatever additional actions it deemsappropriate to effect such compliance, including, without limitation placinglegends on share certificates and issuing stop-transfer orders to transfer agentsand registrars; and

### **d.**                                      if the Option or portion thereof shall be exercised pursuant to theprovisions of Section 3.C of this Agreement by any person or persons other thanthe Optionee, appropriate proof of the right of such person or persons toexercise the Option or portion thereof.

 

Until the Committee notifies the Optionee to the contrary, the formattached to this Agreement as Exhibit A shall be used to exercise the Option.

## ***B.***                                     Effect.     The exercise, in whole or in part, of theOption shall cause a reduction in the number of Covered Shares equal to thenumber of Shares with respect to which the Option is exercised.

 

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# **6.     Compliance with Law; Disposition of Shares of Common StockIssued Upon Exercise.**

## ***A.***                                   Compliance with Law:  Notwithstandingany other provision of this Agreement, the Optionee agrees, for himself orherself and his or her successors, that XM shall not be required to honor theexercise of the Option if XM does not have in effect a registration statementunder the Securities Act relating to the offer of Shares to the Optionee underthe Plan, if XM reasonably determines that the exercise of such Option wouldviolate the Securities Act.  TheOptionee further agrees, for himself or herself and his or her successors, thatupon the issuance of any Shares upon the exercise of the Option, he or shewill, upon the request of the XM, agree in writing that he or she is acquiringthe Shares for investment only and not with a view to resale, and that he orshe will not sell, pledge or otherwise dispose of such shares so issued, unlessand until (a) XM is furnished with an opinion of counsel satisfactory to XM tothe effect that registration of such shares pursuant to the Securities Act isnot required by that Act and the rules and regulations thereunder; (b) thestaff of the Securities and Exchange Commission has issued a “no-action” letterwith respect to such disposition; or (c) such registration or notification asis, in the opinion of counsel for the corporation, required for the lawfuldisposition of such shares has been filed by XM and has become effective;provided, however, that XM is not obligated hereby to file any suchregistration or notification.

## ***The Optioneefurther agrees that so long as the Optionee is an employee of XM he or she willonly sell, pledge or otherwise dispose of such shares issued upon the exerciseof the Option in accordance with all insider trading policies of XM then ineffect.  The present version of XM’spolicy requires approval of transfers by certain categories of employees, andnotice and certification by other employees. An approval or notification form based on the current plan is attachedfor Optionee’s convenience, although Optionee is responsible for completingdifferent or other forms if then required by XM’s policy.***

## ***B.***                                     Disposition or Transfer. Notwithstanding any other provision of this Agreement, the Optioneeagrees, for himself or herself and his or her successors, that he or she willnot sell, pledge or otherwise dispose of shares issued upon the exercise of theOption until the first to occur of the following:  (i) the average closing price for theShares on the Nasdaq National Market system, or principal stock exchange onwhich the Shares are then listed, over the any 20 consecutive trading daysfollowing the Date of Grant equals or exceeds $10, or (ii) seven years haveelapsed since the Date of Grant.  If Optionee intends to dispose of shares issued upon the exercise of theOption, Optionee will provide to XM a written notice describing the proposedtransfer and indicating which of the prior clauses has been satisfied.

# **7.     Representations and Warranties.  Upon exercise of the Option in whole or in part, if the sharesunderlying the option shall not then be registered under the Securities Act,the Optionee shall represent, warrant and acknowledge the following:**

## ***A.***                                   The Optionee has made such investigations as theOptionee deems necessary and appropriate of the business and/or financialprospects of XM.

 

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## ***B.***                                     The Option is being exercised and the Covered Sharesare being acquired for investment for the Optionee’s own account and not withthe view to, or for resale in connection with, any distribution or publicoffering thereof within the meaning of the Securities Act, and the certificatefor such stock may be legended to that effect, that such stock is notregistered under federal or state securities laws and that the registrationexemptions being relied on are the federal and state private or limitedoffering exemptions and the Optionee has no reason to believe that suchexemptions are not applicable to the Optionee.

## ***C.***                                     The Optionee acknowledges that XM has made availableto the Optionee the opportunity to obtain information to evaluate the meritsand risks associated with this Agreement and the transactions contemplatedthereby.  The Optionee acknowledges thatthe investment contemplated by the Option involves a high degree of risk,including risks associated with XM’s business operations and prospectsincluding competition and the dependence on XM’s technology and events beyondXM’s control, the limits on transferability of the Option and Covered Shares,and the absence of a public market for the Covered Shares.

# **8.     Rights as Stockholder. The Optionee shall have no rights as a stockholder with respect to anyCovered Shares subject to the Option until and unless a certificate orcertificates representing such shares are issued to the Optionee pursuant tothis Agreement.  Except as provided inSection 4 of this Agreement, no adjustment shall be made for dividends or otherrights for which the record date is prior to the issuance of such certificateor certificates.**

# **9.     Employment. Neither the granting of the Option evidenced by this Agreement nor anyterm or provision of this Agreement shall constitute or be evidence of anyunderstanding, express or implied, on the part of XM to employ or continue theemployment of the Optionee for any period. Whenever reference is made in this Agreement to the employment of theOptionee, it means employment by XM or its affiliates.**

# **10.   Subject to the Plan. The Option evidenced by this Agreement and the exercise of the Optionare subject to the terms and conditions of the Plan, which are incorporatedherein by reference and made a part hereof, but the terms of the Plan shall notbe considered an enlargement of any benefits under this Agreement.  In addition, the Option is subject to anyrules and regulations promulgated by the Committee.**

# **11.   Fractional Shares. Notwithstanding anything contained herein to the contrary, following aPublic Offering, award exercises and issuances involving the issuance of Sharesmay only be effected in whole (and not fractional) shares.**

# **12.   Applicable Law. This Agreement shall be subject to the laws of the State of Delaware,without giving effect to the principles of conflict of laws thereof.**

# **13.   Entire Agreement. This Agreement is in lieu of and supersedes all prior agreements,representations, negotiations, or other understandings of the parties withrespect to the subject matter hereof. It may not be amended or altered except in a writing signed by theOptionee and the authorized representatives of XM.**

 

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# **14.   Waiver and Severability.**

## ***A.***                                   The waiver by either party of a breach of anyprovision of this Agreement shall not operate or be construed as a waiver ofthe same or any other breach by either of the parties to this Agreement,whether prior or subsequent.

## ***B.***                                     If any term or provision of this Agreement isdetermined by a court of competent jurisdiction to be illegal, invalid, orunenforceable, the legality, validity, or enforceability of the remainder ofthis Agreement shall not thereby be affected, and this Agreement shall bedeemed to be amended to the extent necessary to delete such provision.

# **15.   Headings.  TheSection, paragraph, and subparagraph headings contained in this Agreement arefor reference purposes only, and shall not in any way affect the meaning orinterpretation of this Agreement.**

 

 

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**“EXHIBIT A”**

 

 

EXERCISE OF OPTION

 

Chairman, Board of Directors

XM Satellite Radio Holdings Inc.

1500 Eckington Place, N.E.

Washington, D.C.   20002-2194

 

To the Board:

 

The undersigned, the Optionee under the Non-Qualified Stock OptionAgreement identified as Option No.          , granted pursuant to the XM Satellite Radio Holdings Inc. 1998 ShareAward Plan, hereby irrevocably elects to exercise the Option granted in theAgreement to purchase         shares ofClass A Common Stock of XM Satellite Radio Holdings Inc. (“XM”), par value$0.01 per share (“Shares”), and herewith makes payment of $           in the form of [cash, Common Stock,cash plus Common Stock, through the exercise of the cashless exercise program]for the shares purchased and $         in the form of                  [cash, Common Stock, cash plus Common Stock, through the exercise of thecashless exercise program] to cover the Corporation’s withholding tax liabilityin respect of the purchase.  (Pleasecomplete, and complete separate cashless exercise form as appropriate.)

 

 [Note:  Shares of Common Stock being delivered in payment of all or anypart of the exercise price must be represented by certificates registered inthe name of the Optionee and duly endorsed by the Optionee and by each andevery other co-owner in whose name the shares may also be registered.]

 

The Optionee hereby re-affirms his or her agreement under Section 6.B ofthe Non-Qualified Stock Option Agreement that he or she will not sell, pledgeor otherwise dispose of Shares issued upon the exercise of the Option until thefirst to occur of the following: (i) the average closing price for the Shares on the Nasdaq NationalMarket system, or principal stock exchange on which the Shares are then listed,over the prior 20 trading days equals or exceeds $10, or (ii) [three] yearshave elapsed since the Date of Grant.

 

 

| Dated: |   |                    |   |
|--------|--------|-------------------------|--------|
|   |   | (Signature of Optionee) |

 

Received by XM Satellite Radio Holdings Inc.:

 

 
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| Name   |   |
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|   |   |
| Title  |   |
|   |   |
|   |   |
| Date   |   |

 

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APPROVAL/NOTIFICATIONFORM FOR SALE OF SHARES OF XM STOCK

 

NAME:________________________________________________________________

 

DATE: ________________________________________________________________

 

NUMBER OF SHARES TO BE SOLD:_______________________________________

 

SALE TO BE COMPLETED BY:_____________________________________ [DATE]

 

SHARES ACQUIRED THROUGH: [CHECK ASAPPROPRIATE]

                o            MARKET PURCHASE

 

                o            ESPP

 

                o            STOCK OPTION PLAN

     VESTING DATE OF OPTIONS TO BE SOLD  ___________________

 

                o            OTHER ___________________________________

 

I CONFIRM I AM NOT AWARE OF ANY MATERIALNON-PUBLIC INFORMATION RELATING TO XM SATELLITE RADIO HOLDINGS, INC. OR ITSAFFILIATES.

 

 
|         |   |    |
|--------------|--------|---------|
| [Signature]  |   | [Title] |
|         |   |    |
|         |   |    |
| [Print Name] |   | [Date]  |

 

 

 

# **APPROVAL OF GENERAL COUNSEL, IF REQUIRED**

 

o            Approved

 

o**            NOT** Approved

 

If approved, sale must be completed withfourteen (14) *calendar* days fromthe date set forth below (or by such other date as specifically stated hereinby the General Counsel)

 

 
|                             |   |   |   |
|----------------------------------|--------|--------|--------|
| Joseph M.  Titlebaum             |   | [Date] |   |
| Senior Vice  President           |   |   |   |
| General Counsel  & Secretary |   |   |   |

 

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