Exhibit 10.1


 


EXECUTION VERSION


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of November 22, 2019 (the “Effective Date”), is between SIRIUS XM RADIO INC., a Delaware corporation
(the “Company”), and PATRICK L. DONNELLY (the “Executive”).


 


WHEREAS, the Company and the Executive previously
entered into an employment agreement dated as of November 22, 2016 (the “Prior Agreement”); and


 


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


 


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


 


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


 


2. Duties
and Reporting Relationship. (a) The Executive shall continue his employment as the Executive Vice President, General Counsel
and Secretary of the Company and serve as the Executive Vice President, General Counsel and Secretary of Sirius XM Holdings Inc.
(“Holdings”). In such capacity, the Executive shall be responsible for the legal affairs of the Company and
Holdings, including all legal aspects of their obligations as reporting companies under the Securities Exchange Act of 1934, as
amended; and the selection, hiring and supervision of outside counsel for the companies. During the Term (as defined below), the
Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings, use his skills and render services
to the best of his ability. The Executive shall perform such activities and duties consistent with his position that the Chief
Executive Officer of the Company and Holdings (the “CEOs”) shall from time to time reasonably specify and direct.
During the Term, the Executive shall not perform any consulting services for, or engage in any other business enterprises with,
any third parties without the express written consent of the CEOs, other than passive investments.


 


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


 


(c) Unless
otherwise required by law, administrative regulation or the listing standards of the exchange on which Holdings’ shares are
primarily traded, the Executive shall report solely and directly to the CEOs.


 


3. Term.
The term of this Agreement shall commence on the Effective Date and shall end on November 22, 2022 (the “Term End Date”),
unless terminated earlier pursuant to the provisions of Section 6 or extended in accordance with Section 6(e)(v) (as applicable,
the “Term”).




    	 



    	



    


4. Compensation.
(a) During the Term, the Executive shall be paid an annual base salary of $1,025,000, which may be subject to any increase from
time to time by recommendation of the CEOs to, and approval by, the Board of Directors of Holdings (the “Board”)
or any committee thereof (such amount, as increased, the “Base Salary”). All amounts paid to the Executive under
this Agreement shall be in U.S. dollars. The Base Salary shall be paid at least monthly and, at the option of the Company, may
be paid more frequently.


 


(b) On
November 22, 2019 (the “Grant Date”), the Company shall cause Holdings to grant to the Executive the following:


 


(i) an
option to purchase shares of Holdings’ common stock, par value $.001 per share (the “Common Stock”), at
an exercise price equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date, 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 Grant Date to be equal to $2,000,000, 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;


 


(ii) a
number of restricted stock units (“RSUs”) equal to $2,000,000, divided by the closing price of the Common Stock
on the Nasdaq Global Select Market on the Grant Date. Such RSUs shall be subject to the terms and conditions set forth in the Restricted
Stock Unit Agreement attached to this Agreement as Exhibit B; and


 


(iii) a
number of performance-based restricted stock units (“PRSUs”) equal to $4,000,000, divided by the closing price
of the Common Stock on the Nasdaq Global Select Market on the Grant Date. Such PRSUs shall be subject to the terms and conditions
set forth in the Performance–Based Restricted Stock Unit Agreement attached to this Agreement as Exhibit C.


 


(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. Such expenses shall be
incurred in accordance with the policies and procedures established by the Company. The Executive shall present to the Company
an itemized account of all expenses in such form as may be required by the Company from time to time.


 


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



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


 


6. Termination.
The date upon which the Executive’s employment with the Company under this Agreement is deemed to be terminated in accordance
with any of the provisions of this Section 6 is referred to herein as the “Termination Date.” With respect to
any payment or benefits that would be considered deferred compensation subject to Section 409A (“Section 409A”)
of the Internal Revenue Code of 1986, as amended (the “Code”), and which are payable upon or following a termination
of employment, a termination of employment shall not be deemed to have occurred unless such termination also constitutes a “separation
from service” within the meaning of Section 409A and the regulations thereunder (a “Separation from Service”),
and notwithstanding anything contained herein to the contrary, the date on which a Separation from Service takes place shall be
the Termination Date. In the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be
paid to the Executive’s designated beneficiary (or, if none, to the Executive’s estate).


 


(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, Holdings or any of
their respective 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 and/or Holdings) 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 and/or Holdings’ Code of Ethics, or any other
written Company and/or Holdings policy that is communicated to the Executive in a similar manner as such policy is communicated
to other employees of the Company and/or Holdings, which is demonstrably and materially injurious to the Company, Holdings or any
of their respective affiliates, if any such material breach or violation described in clauses (A), (B) or (C), to the extent curable,
remains uncured after fifteen (15) days have elapsed following the date on which the Company gives the Executive written notice
of such material breach or violation;


 


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



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(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, Holdings or any of their respective affiliates caused by the Executive’s
willful misconduct or gross negligence;


 


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


 


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


 


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


 


(b) Termination
of the Executive for Cause pursuant to Section 6(a) shall be communicated by a Notice of Termination for Cause. For purposes of
this Agreement, a “Notice of Termination for Cause” shall mean delivery to the Executive of a copy of a resolution
or resolutions duly adopted by the affirmative vote of not less than a majority of the directors (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 fifteen (15) days’ notice to the Executive (which notice the Company shall use reasonable
efforts to confirm that the Executive has actually received and which notice for purposes of Section 6(a) may be delivered, in
addition to the requirements set forth in Section 17, through the use of electronic mail) and a reasonable opportunity for the
Executive, together with the Executive’s counsel, to be heard before the Board prior to such vote, finding that in the good
faith opinion of the Board, the Executive committed the conduct set forth in any of clauses (i) through (vii) of Section 6(a) and
specifying the particulars thereof in reasonable detail. For purposes of Section 6(a), this Agreement shall terminate on the date
specified by the Board in the Notice of Termination for Cause and one (1) 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 employment because of a disability, even with a reasonable
accommodation, for one hundred eighty (180) days within any three hundred sixty-five (365)-day period (“Disability”),
the Company shall have the right and may elect to terminate the services of the Executive by a



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Notice of Disability Termination. The Executive
shall not be terminated following a Disability except pursuant to this Section 6(c)(ii). For purposes of this Agreement, a “Notice
of Disability Termination” shall mean a written notice that sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under this Section 6(c)(ii). For purposes of this
Agreement, no such purported termination shall be effective without such Notice of Disability Termination. This Agreement and the
Executive’s employment shall terminate on the day such Notice of Disability Termination is received by the Executive.


 


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


 


(e) Should
the Executive wish to resign from his employment with the Company and Holdings during the Term for Good Reason following the Company’s
failure to cure an applicable event as contemplated below, the Executive shall give at least seven (7) days’ prior written
notice to the Company. The Executive’s employment and this Agreement 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 his active employment and perform no more job duties immediately upon or following receipt of such notice from the Executive.
Further, any resignation by the Executive of his employment with the Company shall be deemed a resignation of his employment with
Holdings (and vice versa).


 


For purposes of this Agreement, “Good
Reason” shall mean the continuance of any of the following events (without the Executive’s prior written consent)
for a period of thirty (30) days after delivery to the Company by the Executive of a written notice within ninety (90) days of
the Executive becoming aware of the initial occurrence of such event, during which thirty (30)-day period of continuation the Company
and Holdings shall be afforded an opportunity to cure such event (and provided that the Executive’s effective date of resignation
for Good Reason is within one hundred thirty-five (135) days of the Good Reason event):


 


(i) the
assignment to the Executive by the Company and/or Holdings of duties not reasonably consistent with the Executive’s positions,
duties, responsibilities, titles or offices on the Effective Date, any material reduction in the Executive’s duties or responsibilities
as described in Section 2 (provided that any reduction in the Executive’s duties and responsibilities with respect
to the Company’s customer care department shall not constitute a Good Reason event) 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 most senior executive, other
than the CEOs, who is responsible for all legal matters and legal personnel of the Company and Holdings (except in connection with
the termination of the



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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 solely and directly to the CEOs (unless otherwise required by Section 2(c)); or


 


(iii) any
requirement that the Executive report for work to a location more than twenty-five (25) miles from the Company’s current
headquarters for more than thirty (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) the
Company’s failure to make a bona fide offer in writing to renew this Agreement, for at least an additional one (1)-year
term, on terms and conditions at least as favorable as those set forth in this Agreement (including the Base Salary set forth in
Section 4(a), but excluding any equity-based compensation set forth in Section 4(b)), at least ninety (90) days prior to (x) the
Term End Date and (y) each subsequent anniversary of the Term End Date on which this Agreement is otherwise scheduled to expire;
provided that (for purposes of this clause (y) only) this Agreement has been renewed on the Term End Date or subsequent
anniversary thereof on which this Agreement was otherwise most recently scheduled to expire; or


 


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


 


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


 


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


 


(A) the Accrued Payments and Benefits;


 


(B) a lump sum amount equal to the sum
of (x) the Executive’s annualized Base Salary then in effect and (y) an amount in cash equal to the greater of (I) $1,537,500
or (II) the Bonus last paid (or due and payable) to the Executive, with such lump sum amount to be paid on the sixtieth (60th)
day following the Termination Date;



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


 


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


 


(g) The
Company’s obligations under Section 6(f)(ii) shall be conditioned upon the Executive or the Executive’s representative
executing, delivering, and not revoking during the applicable revocation period a waiver and release of claims against the Company
and Holdings, substantially in the form attached as Exhibit D (the “Release”), within sixty (60) days following
the Termination Date; provided that the Company’s Chief Executive Officer may waive such requirement in the case of
the Executive’s death.


 


(h) Notwithstanding
anything contained in this Agreement, under no circumstances shall the Company or Holdings be considered to have breached this
Agreement or to have terminated the Executive’s employment with or without Cause, or shall a Good Reason event be deemed
to have occurred, solely as a result of Holdings merging with and/or into, or otherwise effecting a business combination with,
the Company, Liberty Media Corporation, any Qualified Distribution Transferee (as defined in the Investment Agreement, dated as
of February 17, 2009, between Holdings and Liberty Radio LLC, as amended) or any of their respective wholly-owned subsidiaries,
or any entity wholly-owned jointly by any of the foregoing.


 


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


 


(j) Unless
prohibited by applicable law or the terms of the Company’s applicable medical or dental insurance plan, in the case of any
termination of the Executive’s employment (other than due to the Executive’s death or by the Company for Cause), the
Executive and his eligible dependents shall be entitled to participate in the Company’s medical



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and dental insurance plans until the third (3rd)
anniversary of the date of termination of the Executive’s employment or, if earlier, until the date of the Executive’s
death (as applicable, the “Medical Continuation Period”); provided that the Executive shall be solely
responsible for the full payment of both the employee and employer portions of the premiums with respect to the continued insurance
coverage after the expiration of the Medical Severance Benefit, if applicable, as contemplated by this Section 6(j) at the applicable
COBRA rates in effect from time to time with respect to the Company’s medical and dental insurance plans; and provided
further that, in the event that either (i) the terms of the Company’s applicable medical or dental insurance plan prohibit
participation by the Executive or his eligible dependents or (ii) the Company is unable, after using its commercially reasonable
efforts, to secure a stop-loss insurance policy that covers claims with respect to the continued insurance coverage contemplated
by this Section 6(j) in excess of not more than 150% of the cost of stop-loss insurance coverage for the then-current employees
of the Company, then the Company shall, in lieu of the applicable continued insurance coverage contemplated by this Section 6(j),
obtain comparable coverage for the Executive and his eligible dependents at no additional cost to the Executive for the duration
of the Medical Continuation Period, provided that the cost to provide such comparable coverage shall not exceed three (3)
times the amount that the Company would have paid to provide such coverage to the Executive as if he were an active employee. The
Company shall not amend any applicable medical or insurance plan primarily for the purpose of defeating the Executive’s rights
as set forth in this Section 6(j).


 


(k) Following
the termination of the Executive’s employment for any reason, if and to the extent requested by the Board, the Executive
agrees to resign, as may then be applicable, from the Board, all fiduciary positions (including, without limitation, as trustee)
and all other offices and positions the Executive holds with the Company, Holdings or any of their respective affiliates; provided
that if the Executive refuses to tender the Executive’s resignation after the Board has made such request, then the Board
will be empowered to remove the Executive from such offices and positions.


 


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 proper 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 and/or Holdings’ (and their respective affiliates’)
business and operations that is not disclosed by the Company and/or Holdings (or their respective affiliates) for financial reporting
purposes and that was learned by the Executive in the course of his employment by the Company and/or Holdings, including, without
limitation, any business plans, product plans, strategy, budget information, proprietary knowledge, patents, trade secrets, data,
formulae, sketches, notebooks, blueprints, information and client and customer lists and all papers and records (including but
not limited to computer records) of the documents containing such Confidential Information, other than information that is publicly
disclosed by the Company and/or Holdings (or their respective affiliates) in writing. The Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company and/or Holdings, and that such information gives
the Company and/or Holdings a competitive advantage. The Executive agrees



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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 and/or Holdings or prepared by the Executive in the course of his employment by the Company and/or Holdings;
provided that the Executive will be able to keep his cell phones, personal computers, personal contact list and the like
so long as any Confidential Information is removed from such items.


 


(c) Nothing
in this Agreement will preclude, prohibit or restrict the Executive from (i) communicating with any federal, state or local administrative
or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”);
(ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge
of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative
agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended
in any manner to prohibit, the Executive from (A) reporting a possible violation of federal or other applicable law or regulation
to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any
governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal
law or regulation. This Agreement does not limit the Executive’s right to receive an award (including, without limitation,
a monetary reward) for information provided to the SEC. The Executive does not need the prior authorization of anyone at the Company
to make any such reports or disclosures, and the Executive is not required to notify the Company that the Executive has made such
reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with
or restrain the immunity provided under 18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under
any federal or state trade secret law for the disclosure of a trade secret that is made (I) (x) in confidence to federal, state
or local government officials, directly or indirectly, or to an attorney, and (y) for the purpose of reporting or investigating
a suspected violation of law; (II) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal;
or (III) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and
does not disclose the trade secret, except pursuant to a court order. The provisions of this Section 7(c) are intended to comply
with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Agreement shall
be deemed to be amended to reflect the same.


 


(d) 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 in the distribution, production, transmission or streaming
of radio programming or any activity that directly competes with the business of the Company, including but not limited to telematics
(each, a “Competitive Activity”); provided that nothing in this Agreement shall prevent the purchase
or ownership by the Executive by way of investment of less than five



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(5) percent of the shares or equity interest of
any corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted
Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of the customers
of the Company or its affiliates as to any product or service that competes with any product or service provided or marketed by
the Company or its affiliates on the date of the Executive’s termination of employment with the Company during the Term (as
such Term may be extended in accordance with Section 6(e)(v)) (the “Milestone Date”). The Executive agrees that
during the Restricted Period he will not solicit or assist others to solicit the employment of or hire any employee of Holdings,
the Company, or their subsidiaries or Liberty Media Corporation without the prior written consent of the Company. For purposes
of this Agreement, the “Restricted Period” shall mean a period of one (1) year following the Milestone Date.
For purposes of this Agreement, the term “radio” shall be defined broadly and shall include any and all forms and mediums
of audio distribution now existing or hereafter developed, including terrestrial radio, streaming audio services, podcasting and
on-demand audio services. Further, the inclusion of video in audio distribution services shall not be considered inconsistent with
the definition of “radio”. Notwithstanding anything to the contrary in this Section 8, it shall not be a violation
of this Section 8 for the Executive to join a division or business line of a commercial enterprise with multiple divisions or business
lines if such division or business line is not engaged in a Competitive Activity; provided that the Executive performs services
solely for such non-competitive division or business line.


 


9. Change
of Control Provisions. (a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit
received or to be received by the Executive (including but not limited to any payment or benefit received in connection with a
change of control of the Company or Holdings or the termination of the Executive’s employment, whether pursuant to the terms
of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total
Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor
provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided
by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total
Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less
than zero); provided that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced
(and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total
Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced
Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting
the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise
Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase
out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).


 


(b) In the case of a reduction in the
Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued
at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that
are payable last reduced first; (ii) payments and benefits due in respect



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


 


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


 


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



    	11



    	



    

in this Section 9 will not of itself limit or otherwise affect any
other rights of the Executive under this Agreement.


 


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


 


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


 


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


 


12. Entire
Agreement. The provisions contained herein constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede any and all prior agreements, understandings and communications between the parties, oral or written,
with respect to such subject matter, including but not limited to the Prior Agreement, but excluding any equity award agreements
between the Executive and the Company and/or Holdings. Nothing herein is intended to supersede or waive obligations of the Executive
to comply with any assignment of invention provisions applicable to the Executive under the Code of Ethics or any assignment of
invention agreement(s) between the Company and/or Holdings and the Executive.


 


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


 


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



    	12



    	



    

15. 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 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 and/or Holdings by merger or purchase of all or substantially all of
the Company’s or Holdings’ assets shall assume this Agreement.


 


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


 


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


 


	 	if to the Company:
	 	 
	 	Sirius XM Radio Inc.
	 	1290 Avenue of the Americas
	 	11th Floor
	 	New York, New York 10104
	 	Attention:  Chief Executive Officer
	 	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.


 


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


 


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


 


20. Arbitration.
(a) The Executive and the Company agree that if a dispute arises concerning or relating to the Executive’s employment with
the Company or Holdings, 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



    	13



    	



    

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


 


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


 


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


 


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


 


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



    	14



    	



    

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


 


23. Executive’s
Representation. The Executive hereby represents and warrants to the Company that 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.


 


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


 


25. Clawback
Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any compensation paid to the Executive
pursuant to this Agreement or any other agreement or arrangement with the Company, Holdings or any of their respective 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, Holdings or any of their respective affiliates pursuant to, but only to the extent required
by, any such law, government regulation or stock exchange listing requirement).


 


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


 


	 	SIRIUS XM RADIO INC.
	 	 	 
	 	By: 	/s/  Dara F. Altman
	 	 	Dara F. Altman
	 	 	Executive Vice President and Chief
	 	 	Administrative Officer
	 	 	 
	 	 	/s/  Patrick L. Donnelly
	 	 	PATRICK L. DONNELLY




    	15



    	



    

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 November 22, 2019,1 is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”),
and PATRICK L. DONNELLY (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 November 22, 2019, 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 ______________________ (_________)
shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per
Share of $____ (the “Exercise Price”).3 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 (3) equal installments on November 22, 2020,
November 22, 2021, and November 22, 20224, subject to the Executive’s continued employment with Sirius XM on each
of these dates other than as specifically stated herein.


 


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


 


 



 


1 The “Grant Date,” as defined in the Employment
Agreement.


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


3 Closing price on the Grant Date.


4 First, second and third anniversaries of the Grant
Date.



    	16



    	



    

(except that the Company’s Chief Executive
Officer may waive such requirement in the case of the Executive’s death).


 


2. Term.
This Option shall terminate on November 22, 2029 (the “Option Expiration Date”);5 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 may exercise this Option in full until the first (1st) anniversary
of such termination (at which time this Option shall be cancelled), but not later than the Option Expiration Date;


 


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


 


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


 


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


 


4. Change
of Control. In the event of a Change of Control, this Option shall be governed by the terms of the Plan; provided that
any transactions between the Company, Sirius XM and/or any of their respective wholly-owned subsidiaries, on the one hand, and
Liberty Media Corporation, any Qualified Distribution Transferee (as defined in the Investment Agreement, dated as of February
17, 2009, between the Company and Liberty Radio LLC, as amended) and/or any of their respective wholly-owned subsidiaries, on the
other hand, shall not constitute a Change of Control under the Plan.


 


5. 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. In the event of the Executive’s death, any amounts owed to the Executive hereunder
shall instead be paid to the Executive’s designated beneficiary (or, if none, to the Executive’s estate).


 


6. 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 the Shares purchased upon exercise of this Option, collect from the Executive the amount
of any such tax to the extent not previously


 


 



 



5 Tenth anniversary of the Grant Date.



    	17



    	



    

withheld. The Executive may satisfy his withholding
obligations in the manner contemplated by Section 16(e) of the Plan.


 


7. 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 any of its subsidiaries or affiliates,
or in any way limit the right of Sirius XM or any of its subsidiaries or affiliates to terminate employment of the Executive at
any time, subject to the terms of the Employment Agreement or any other written employment or similar written agreement between
or among the Company, Sirius XM or any of their respective subsidiaries or affiliates, and the Executive.


 


8. 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 advisors in connection with this Agreement and this Option.


 


9. 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 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.


 


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


 


11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or when
telecopied (with confirmation of transmission received by the sender), three (3) business days after being sent by certified mail,
postage prepaid, return receipt requested or one (1) business day after being delivered to a nationally recognized overnight courier
with next day delivery specified to the parties at the following addresses (or at such other address for a party as shall be specified
by like notice): Company: Sirius XM Holdings Inc., 1290 Avenue of the Americas, 11th Floor, New York, New York 10104, 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.


 


12. 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.



    	18



    	



    

13. 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 HOLDINGS INC.
	 	 
	 	By:	Exhibit A
	 	 	Dara F. Altman
	 	 	Executive Vice President and Chief
	 	 	Administrative Officer
	 	 	 
	 	 	Exhibit A
	 	 	PATRICK L. DONNELLY




    	19



    	



    

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 November 22, 2019,6 is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”),
and PATRICK L. DONNELLY (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 November 22, 2019, between Sirius XM Radio Inc. (“Sirius XM”) and
the Executive (the “Employment Agreement”), the Company hereby grants ________________7 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.


 


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 issued.


 


4. Issuance of Shares subject to RSUs.
(a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 2020, November 22,
2021 and


 


 



 



6 The “Grant Date,” as defined in the Employment
Agreement.


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



    	20



    	



    

November 22, 2022,8 the Company shall issue, or cause
there to be transferred, to the Executive an amount of Shares representing one-third (1/3) of the number of the RSUs granted to
the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed
by Sirius XM on each of these dates other than as specifically stated herein.


 


(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 is terminated due to (x) 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 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 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 executes
a release in accordance with Section 6(g) of the Employment Agreement (except that the Company’s Chief Executive Officer
may waive such requirement in the case of the Executive’s death).


 


5. Change of Control. In the event of
a Change of Control, the RSUs shall be governed by the terms of the Plan; provided that any transactions between the Company,
Sirius XM and/or any of their respective wholly-owned subsidiaries, on the one hand, and Liberty Media Corporation, any Qualified
Distribution Transferee (as defined in the Investment Agreement, dated as of February 17, 2009, between the Company and Liberty
Radio LLC, as amended) and/or any of their respective wholly-owned subsidiaries, on the other hand, shall not constitute a Change
of Control under the Plan.


 


6. 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. In the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be paid to the
Executive’s designated beneficiary (or, if none, to the Executive’s estate).


 


7. 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
taxes, if any, which are required to be withheld under applicable law and shall, as a condition of delivery of 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.


 


 



 




8 First, second and third anniversaries of the Grant
Date.



    	21



    	



    

8. 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 any
of its subsidiaries or affiliates, or in any way limit the right of Sirius XM or any of its subsidiaries or affiliates to terminate
the Executive’s employment at any time, subject to the terms of any written employment or similar written agreement between
or among the Company, Sirius XM or any of their respective subsidiaries or affiliates, and the Executive.


 


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


 


10. 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. Capitalized terms not otherwise defined herein shall have the same meaning as in the Plan. The Executive acknowledges
that a copy of the Plan is posted on 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.


 


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


 


12. 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.
	 	 	1290 Avenue of the Americas
	 	 	11th Floor
	 	 	New York, New York 10104
	 	 	Attention:  Chief Executive Officer
	 	 	 
	 	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.



    	22



    	



    

13. 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.


 


14. 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 HOLDINGS INC.	 	 
	 	 	 	 
	By: 	Exhibit B	 	Exhibit B
	 	Dara Altman	 	PATRICK L. DONNELLY
	 	Executive Vice President and	 	 
	 	Chief Administrative Officer	 	 




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Exhibit C


 


THE PRSUs HAVE NOT BEEN REGISTERED UNDER
STATE OR FEDERAL SECURITIES LAWS. THE PRSUs 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


 


PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT


 


This PERFORMANCE-BASED RESTRICTED STOCK UNIT
AGREEMENT (this “Agreement”), dated November 22, 2019,9 is between SIRIUS XM HOLDINGS INC., a Delaware
corporation (the “Company”), and PATRICK L. DONNELLY (the “Executive”).


 


1. Grant of PRSUs. 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 November 22, 2019, between Sirius XM Radio Inc. (“Sirius XM”) and
the Executive (the “Employment Agreement”), the Company hereby grants ________________10 performance-based
restricted stock units (“PRSUs”) to the Executive. Each PRSU 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 date specified in this Agreement.


 


2. Dividends. If on any date while PRSUs
are outstanding the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of PRSUs
granted to the Executive shall, as of the record date for such dividend payment, be increased by a number of PRSUs equal to: (a)
the product of (x) the number of PRSUs 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 PRSUs granted to the Executive shall be increased by a number equal
to the product of (1) the aggregate number of PRSUs 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 PRSUs 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 issued. Once a PRSU vests and a Share is issued
to the Executive pursuant to Section 4, such PRSU is no longer considered a PRSU for purposes of this Agreement.


 


 



 



9 The “Grant Date,” as defined in the Employment
Agreement.


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





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4. Issuance of Shares Subject to PRSUs.


 


(a) Performance Metric. All or a portion
of the PRSUs shall be eligible to vest based on the Company’s level of achievement of cumulative free cash flow as set forth
in the budgets (the “Performance Metric Target”) approved by the Company’s Board of Directors (the “Board”)
for the years ending December 31, 2020 and December 31, 2021 (together, the “Performance Period”). The annual
free cash flow component for each of 2020 and 2021 of the Performance Metric Target shall be set at the time such applicable budget
is approved by the Board.


 


Free cash flow shall be derived from cash flow
provided by operating activities, net of additions to property and equipment, restricted and other investment activity and the
return of capital from investment in unconsolidated entities. The Compensation Committee of the Board shall adjust or modify the
calculation of free cash flow and/or the Performance Metric Target for the Performance Period in accordance with Sections 4(b)
and 12(c) of the Plan, as applicable.


 


(b) Calculation of Shares to be Issued.
Within sixty (60) days following the end of the Performance Period, the Company shall certify the Company’s level of achievement
of the Performance Metric Target (such actual date of certification, the “Certification Date”) and determine
the number of PRSUs that shall remain eligible to vest, as set forth below, in accordance with the terms of the Plan and/or this
Agreement (such PRSUs, the “Eligible PRSUs”):


 


(i) If the Company fails to achieve
at least 80% of the Performance Metric Target, zero PRSUs shall constitute Eligible PRSUs;


 


(ii) Upon achieving 100% or more
of the Performance Metric Target, 100% of the PRSUs shall constitute Eligible PRSUs; and


 


(iii) If the Company’s
level of free cash flow falls between 80% and 100% of the Performance Metric Target, the number of PRSUs that become Eligible PRSUs
shall be determined by straight line interpolation between the thresholds set forth in subsections (i) and (ii) of this Section
4(b).


 


Any PRSUs that do not constitute Eligible PRSUs
as of the Certification Date shall be cancelled on the Certification Date.


 


(c) Issuance of Eligible PRSUs. Subject
to earlier issuance pursuant to the terms of this Agreement or the Plan, on November 22, 2022, the Company shall issue, or cause
there to be transferred, to the Executive an amount of Shares representing the Eligible PRSUs (as adjusted pursuant to Section
2 above, if applicable); provided that the Executive continues to be employed by Sirius XM on November 22, 2022.


 


5. Termination of Employment. (a) If the
Executive’s employment with Sirius XM terminates for any reason, then the PRSUs 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



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defined in the Employment Agreement), or (z) by the Executive for
“Good Reason” (as defined in the Employment Agreement) (any such applicable date of termination, the “PRSU
Termination Date”), then the PRSUs shall be treated in the following manner:


 


(i) if
the PRSU Termination Date occurs prior to the end of the Performance Period, then the PRSUs, to the extent not previously settled,
cancelled or forfeited, shall, subject to Section 5(b), immediately become vested and the Company shall issue, or cause there to
be transferred, to the Executive the amount of Shares equal to the number of PRSUs granted to the Executive under this Agreement,
notwithstanding Section 4(b), and as adjusted pursuant to Section 2 above, if applicable; and


 


(ii) if
the PRSU Termination Date occurs after the Performance Period, all Eligible PRSUs, to the extent not previously settled, cancelled
or forfeited, shall, subject to Section 5(b), immediately (or, if later, on the Certification Date) become vested and the Company
shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of Eligible PRSUs earned
pursuant to Section 4(b), as adjusted pursuant to Section 2 above, if applicable.


 


(b) In the event the Executive’s employment
with Sirius XM terminates due to death or Disability, by Sirius XM without Cause or by the Executive for Good Reason, the condition
in Section 4(c) that the Executive be an employee of Sirius XM shall be waived; provided that the Executive executes a release
in accordance with Section 6(g) of the Employment Agreement (except that the Company’s Chief Executive Officer may waive
such requirement in the case of the Executive’s death).


 


6. Change of Control. In the event of
a Change of Control, the PRSUs shall be governed by the terms of the Plan; provided that any transactions between the Company,
Sirius XM and/or any of their respective wholly-owned subsidiaries, on the one hand, and Liberty Media Corporation, any Qualified
Distribution Transferee (as defined in the Investment Agreement, dated as of February 17, 2009, between the Company and Liberty
Radio LLC, as amended) and/or any of their respective wholly-owned subsidiaries, on the other hand, shall not constitute a Change
of Control under the Plan.


 


7. Non-transferable. The PRSUs 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 PRSUs or of any right or privilege conferred hereby shall be null
and void. In the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be paid to the
Executive’s designated beneficiary (or, if none, to the Executive’s estate).


 


8. 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
taxes, if any, which are required to be withheld under applicable law and shall, as a condition of delivery of 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.



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9. Rights of the Executive. Neither this
Agreement nor the PRSUs shall confer upon the Executive any right to, or guarantee of, continued employment by Sirius XM or any
of its subsidiaries or affiliates, or in any way limit the right of Sirius XM or any of its subsidiaries or affiliates to terminate
the employment of the Executive at any time, subject to the terms of the Employment Agreement, or any other written employment
or similar written agreement between or among the Company, Sirius XM or any of their respective subsidiaries or affiliates, and
the Executive.


 


10. Professional Advice. The acceptance
of the PRSUs 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 the Executive’s
personal legal and tax advisors in connection with this Agreement and the PRSUs.


 


11. Agreement Subject to the Plan. This
Agreement and the PRSUs 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 otherwise defined shall have the same meaning as in the Plan. The Executive
acknowledges that a copy of the Plan is posted on 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 PRSUs.


 


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


 


13. 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.
	 	 	1290 Avenue of the Americas
	 	 	11th Floor
	 	 	New York, New York 10104
	 	 	Attention:  Chief Executive Officer
	 	 	 
	 	Executive:	Address on file at the
	 	 	office of the Company




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


 


14. 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.


 


15. 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 HOLDINGS INC.
	 	 	 	 
	By: 	Exhibit C	 	Exhibit C
	 	Dara Altman	 	PATRICK L. DONNELLY
	 	Executive Vice President and	 	 
	 	Chief Administrative Officer	 	 




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Exhibit D


 


AGREEMENT AND RELEASE


 


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


 


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


 


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


 


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


 


2. The
Company and the Executive agree that the Executive shall be provided severance pay and other benefits, less all legally required
and authorized deductions, in accordance with the terms of Section 6(f)(ii) of the Employment Agreement between the Executive and
the Company, dated as of November 22, 2019 (the “Employment Agreement”); provided that no such severance
benefits shall be paid or provided 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 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, performance-based 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
Sirius XM Holdings Inc., the Company and their respective parents, subsidiaries, and affiliated companies and its and their predecessors,
successors, and assigns, if any, as well as all of their officers, directors and employees, stockholders, agents, servants, representatives,
and attorneys, and the predecessors, successors, heirs and assigns of each of them (collectively “Released Parties”),
from any and all grievances, claims, demands, causes of action, obligations, damages and/or liabilities of any nature whatsoever,
whether known or unknown, suspected or claimed, which the Executive ever had, now has, or claims to have against the Released Parties,
by reason of any act or omission occurring before the Executive’s execution hereof, including, without limiting the generality
of the foregoing, (a) any act, cause, matter or thing stated, claimed or alleged, or which was or which could have been alleged
in any manner against the Released Parties prior to the execution of this Agreement and (b) all claims for any payment under the
Employment Agreement; provided that nothing contained in this Agreement shall affect the Executive’s rights (i) to



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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,
without limitation, the Executive’s rights under Sections 6(f) and 6(j) of the Employment Agreement); and (iv) under this
Agreement, and (c) all claims for discrimination, harassment and/or retaliation, under Title VII of the Civil Rights Act of 1964,
as amended, the Civil Rights Act of 1991, as amended, the New York State Human Rights Law, as amended, as well as any and all claims
arising out of any alleged contract of employment, whether written, oral, express or implied, or any other federal, state or local
civil or human rights or labor law, ordinances, rules, regulations, guidelines, statutes, common law, contract or tort law, arising
out of or relating to the Executive’s employment with and/or separation from the Company, including but not limited to the
termination of 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)/forty-five (45)]11 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 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. 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.


 


7. 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 or any other Released Party.


 


8. The
Executive shall not make any disparaging remarks about any of Sirius XM Holdings Inc. (“Holdings”), the Company,
Liberty Media Corporation or any of their directors, officers, agents or employees (collectively, the “Nondisparagement
Group”) and/or


 


 



 



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



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any of their respective practices or products;
provided that the Executive may provide truthful and accurate facts and opinions about any member of the Nondisparagement
Group where required to do so by law and may respond to disparaging remarks about the Executive made by any member of the Nondisparagement
Group. The Company and Holdings shall not, and they shall instruct their officers not to, make any disparaging remarks about the
Executive; provided that any member of the Nondisparagement Group may provide truthful and accurate facts and opinions about
the Executive where required to do so by law and may respond to disparaging remarks made by the Executive or the Executive’s
agents or family members.


 


9. 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.


 


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


 


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


 


12. 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.


 


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


 


14. 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 (including but not limited to the foregoing release), 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, coercion or undue influence, and that they have been provided the opportunity to
review this Agreement with



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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.


 


15. 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.


 


16. The
Executive warrants that he 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 his employment with the Company on
or before the Termination Date; provided that the Executive will be able to keep his cell phones, personal computers, personal
contact list and the like so long as any confidential information is removed from such items.


 


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


 


18. Any
disputes arising from or relating to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment 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 D
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated:	 	 	Exhibit D
	 	 	 	PATRICK L. DONNELLY



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