Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of May 24, 2016 (the “Effective Date”), is between SIRIUS XM RADIO INC., a Delaware corporation (the
“Company”), and SCOTT A. GREENSTEIN (the “Executive”).


 


WHEREAS, the Company and the Executive previously
entered into an employment agreement dated as of July 22, 2013 (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 President and Chief Content Officer of both the Company and Sirius XM Holdings
Inc. (“Holdings”). In such capacity, the Executive shall be responsible for management of all aspects of the
Company’s and Holdings’ programming functions and all personnel working in such areas shall report to the Executive.
During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company 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 or the General
Counsel of the Company, 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 end on the third (3rd) anniversary of the Effective Date, unless terminated
earlier pursuant to the provisions of Section 6 or extended in accordance with Section 6(f)(v) (as applicable, the “Term”).



    	 



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4. Compensation. (a) During the Term,
the Executive shall be paid an annual base salary of $1,500,000, 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 May 24, 2016 (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 $8,500,000, determined by using inputs consistent with those Holdings uses for its financial reporting purposes. Such
option shall be subject to the terms and conditions set forth in the Option Agreement attached to this Agreement as Exhibit A;
and


 


(ii) a number of restricted stock
units equal to $5,750,000, divided by the closing price of the Common Stock on the Nasdaq Global Select Market on the Grant Date.
Such restricted stock units shall be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement attached
to this Agreement as Exhibit B.


 


(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; provided that such expenses are 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 Holdings generally, including, without limitation, disability, medical, dental and
life insurance and benefits under the Company’s or Holdings’ 401(k) savings plan and deferred compensation plan.


 


(c) During the Term, the Executive shall
be eligible to participate in any bonus plans generally offered to executive officers of the Company and Holdings. The Executive’s
target annual bonus opportunity shall be 150% of the Executive’s Base Salary (the “Bonus”). Bonus(es)
will be subject to the Executive’s individual performance and satisfaction of objectives established by the CEOs or the
Board or the compensation committee of the Board



    	 



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(the “Compensation Committee”), and further
are subject to the exercise of negative discretion to reduce Bonus(es) as determined by the CEOs and as reviewed and approved
by the Compensation Committee. Bonus(es), if any, will 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.


 


(a) The Company has the right and may elect
to terminate this Agreement for 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 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 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 or Holdings’ Code of Ethics which is demonstrably and materially injurious
to the Company or Holdings, 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 affiliates;


 


(iii) the Executive’s conviction
or the plea of nolo contendere or the equivalent in respect of a felony;


 


(iv) any damage of a material nature
to any property of the Company, Holdings or any of their affiliates caused by the Executive’s willful misconduct or gross
negligence;


 


(v) the repeated nonprescription
use of any controlled substance or the repeated use of alcohol or any other non-controlled substance that, in the reasonable good



    	 



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faith opinion of the Board, renders the Executive
unfit to serve as an officer of the Company, Holdings or their affiliates;


 


(vi) the Executive’s failure
to comply with the CEOs’ reasonable written instructions on a material matter within five (5) days, unless the Executive
has received conflicting instructions from the CEOs; or


 


(vii) conduct by the Executive
that, in the reasonable good faith written determination of the Board, demonstrates unfitness to serve as an officer of the Company,
Holdings or their 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.


 


(c) (i) This Agreement and the Executive’s
employment shall terminate upon the death of the Executive.


 


(ii) If the Executive is unable to perform
the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred
eighty (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 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.



    	 



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(d) The Executive shall have the absolute
right to terminate his employment at any time with or without Good Reason (as defined below). Should the Executive wish to resign
from his position 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. 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 that the Executive
perform no job responsibilities and cease his active employment immediately upon receipt of such notice from the Executive. Any
resignation by the Executive of his position with the Company shall be deemed a resignation of his position with Holdings (and
vice versa).


 


(e) The Company shall have the absolute
right to terminate the Executive’s employment without Cause at any time. This Agreement shall terminate one (1) day following
receipt of such notice by the Executive; provided that the Company may, at its sole discretion, instruct that the Executive
cease active employment and perform no more job duties immediately upon provision of such notice to the Executive.


 


(f) Should the Executive wish to resign
from his position with the Company and Holdings for Good Reason during the Term, the Executive shall give at least seven (7) days’
prior written notice to the Company. This Agreement shall terminate on the date specified in such notice; provided that
the Company may, at its sole discretion, instruct that the Executive cease active employment and perform no more job duties immediately
upon receipt of such notice from the Executive. Any resignation by the Executive of his position with the Company shall be deemed
a resignation of his position 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 135 days of the Good Reason event):


 


(i) the assignment to the Executive
by the Company or Holdings of duties not reasonably consistent with the Executive’s positions, duties, responsibilities,
titles or offices at the commencement of the Term, any material reduction in the Executive’s duties or responsibilities
as described in Section 2, 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 programming activities and
related programming personnel, in each case for which the Executive is responsible as of the Effective Date (except in connection
with the termination of the Executive’s employment for Cause, Disability or as a result of the Executive’s death or
by the Executive other than for Good Reason); or


 


(ii) the Executive ceasing to report
directly to the CEOs (unless otherwise required by Section 2(c)) or if the Chief Executive Officer of the Company is not the same
individual as the Chief Executive Officer of Holdings; or



    	 



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(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


 


(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) and
the target annual bonus opportunity set forth in Section 5(c), but excluding any equity-based compensation set forth in Section
4(b)), at least ninety (90) days prior to (x) the third anniversary of the Effective Date and (y) each subsequent anniversary
of the Effective 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 previous anniversary of the Effective Date on which this Agreement was otherwise
scheduled to expire; or


 


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


 


(g) (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
(or his estate in the case of death) 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(h), 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
one and one-half (1 1⁄2) times 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) $2,250,000 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;


 


(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; and



    	 



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(D) life insurance benefits on
substantially the same terms as provided by the Company for active employees for eighteen (18) months following the Termination
Date.


 


(h) The Company’s obligations under
Section 6(g)(ii) shall be conditioned upon the Executive 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 C (the “Release”),
within fifty-two (52) days following the Termination Date.


 


(i) 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 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.


 


(j) 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.


 


(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 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 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.



    	 



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(b) “Confidential Information”
shall mean information about the Company’s and Holdings’ (and their affiliates’) business and operations that
is not disclosed by the Company or Holdings (or their affiliates) for financial reporting purposes and that was learned by the
Executive in the course of his employment by the Company 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 or Holdings (or their
affiliates) in writing. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of
great value to the Company and Holdings, and that such information gives the Company and Holdings a competitive advantage. The
Executive agrees to deliver or return to the Company, at the Company’s request at any time or upon termination or expiration
of his employment or as soon as possible thereafter, all documents, computer tapes and disks, records, lists, data, drawings,
prints, notes and written information (and all copies thereof) furnished by or on behalf of the Company or Holdings or prepared
by the Executive in the course of his employment by the Company and Holdings; provided that the Executive will be able
to keep his cell phone, blackberry, personal computer, personal rolodex and the like so long as any Confidential Information is
removed from such items.


 


(c) The provisions of this Section 7 shall
survive indefinitely.


 


8. Covenant Not to Compete. During
the Executive’s employment with the Company and during the Restricted Period (as defined below), the Executive shall not,
directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for his
own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise),
or otherwise assist, any person or entity engaged in any operations in North America involving the creation, transmission, syndication,
scheduling or streaming of radio entertainment programming (which, for purposes of this Agreement, shall be deemed to include,
without limitation, all sports, talk, news, and entertainment radio programming), the production of radio entertainment programming,
the syndication of radio entertainment programming, the promotion of radio entertainment programming, the marketing of radio entertainment
programming, or the business of telematics, in each case, in competition with the Company (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 (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 as to any product or service described
above that competes with any product or service provided or marketed by the Company 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(f)(v) of this Agreement)
(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, any of their respective subsidiaries or Liberty
Media Corporation without the prior written consent of the Company. For purposes of this Agreement, the “Restricted Period”
shall mean the period of one year following the Milestone Date. For purposes of this Agreement, the term “radio” shall
mean



    	 



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terrestrial radio, satellite radio, HD radio, internet radio
and other audio delivered terrestrially, by satellite, HD or the internet (which audio is not coupled with moving visual elements,
such as television, movies, or other moving visual images delivered via the internet or otherwise). 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 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 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.



    	 



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(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 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 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 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.



    	 



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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 the Prior Agreement, but excluding any equity award agreements between the Executive and the Company or Holdings.
For the avoidance of doubt, 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 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.


 


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 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:



    	 



    		12



    
if to the Company:


 

Sirius XM Radio Inc.

1290 Avenue of the Americas

11th Floor

New York, New York 10020

Attention: General Counsel

Telecopier: (212) 584-5353


 


if to the Executive:


 


Address on file at the offices

of the Company


 


or to such other person or address as either party shall furnish
in writing to the other party from time to time.


 


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 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 or Holdings or his termination, including disputes over rights
provided by federal, state, or local statutes, regulations, ordinances, and common law, including all laws that prohibit discrimination
based on any protected classification. The parties expressly waive the right to a jury trial, and agree that the arbitrator’s
award shall be final and binding on both parties, and shall not be appealable. The arbitrator shall have discretion to award
monetary and other damages, and any other relief that the arbitrator deems appropriate and is allowed by law. The arbitrator shall
have the discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in bringing or defending
an action, and shall award such costs and fees to the Executive in the event the Executive prevails on the merits of any action
brought hereunder.


 


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



    	 



    		13



    


(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.


 


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 incentive-based compensation, or any other compensation, paid to the
Executive pursuant to this Agreement or any other agreement or arrangement with the



    	 



    		14



    

Company or any of its affiliates, which is subject to recovery
under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as
may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted
by the Company, Holdings or any of their affiliates pursuant to, but solely 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/ Scott A. Greenstein	 
	 	SCOTT A. GREENSTEIN	 




    	 



    		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 May 24, 2016,1 is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”),
and SCOTT A. GREENSTEIN (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 May 24, 2016, 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 each of May 24, 2017, May 24, 2018, and May 24,
20194, 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


 

 



	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 “Effective Date,” as defined in the
    Employment Agreement.







    	 



    		16



    

Executive (or his estate in the case of death) executes a release
in accordance with Section 6(h) of the Employment Agreement.


 


2. Term. This Option shall terminate
on May 24, 2026 (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 (or his beneficiary, in the case of death) may exercise this Option in full until the first (1st)
anniversary of such termination (at which time this Option shall be cancelled), but not later than the Option Expiration Date;


 


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


 


(c) the Executive 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.


 


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 certificates representing the Shares purchased upon exercise of this Option, collect from the Executive
the amount of any such tax to the extent not previously withheld. The Executive may satisfy his withholding obligations in the
manner contemplated by Section 16(e) of the Plan.


 


 



	5 	Tenth anniversary of the Grant Date.




    	 



    		17



    

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 in any way limit the right of Sirius XM to terminate employment
of the Executive at any time, subject to the terms of the Employment Agreement or any other written employment or similar agreement
between or among the Company, Sirius XM 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 10020, Attention: General Counsel; and Executive:
Address on file at the office of the Company. Notices sent by email or other electronic means not specifically authorized by this
Agreement shall not be effective for any purpose of this Agreement.


 


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.


 


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.



    	 



    		18



    

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	 
	 	 	SCOTT A. GREENSTEIN	 




    	 



    		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 May 24, 2016,6 is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the
“Company”), and SCOTT A. GREENSTEIN (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 May 24, 2016, 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 date specified
in this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.


 


2. Dividends. If on any date while
RSUs are outstanding the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of
RSUs granted to the Executive shall, as of the record date for such dividend payment, be increased by a number of RSUs equal to:
(a) the product of (x) the number of RSUs held by the Executive as of such record date, multiplied by (y) the per Share amount
of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash, the per Share value of
such dividend, as determined in good faith by the Company), divided by (b) the average closing price of a Share on the Nasdaq
Global Select Market on the twenty (20) trading days preceding, but not including, such record date. In the case of any dividend
declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Executive shall be increased by a
number equal to the product of (1) the aggregate number of RSUs held by the Executive on the record date for such dividend, multiplied
by (2) the number of Shares (including any fraction thereof) payable as a dividend on a Share. In the case of any other change
in the Shares occurring after the date hereof, the number of RSUs shall be adjusted as set forth in Section 4(b) of the Plan.


 


3. No Rights of a Stockholder. The
Executive shall not have any rights as a stockholder of the Company until the Shares have been registered in the Company’s
register of stockholders.


 


 



	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



    

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 May 24, 2017, May 24, 2018, and
May 24, 2019,8 the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in
the case of death) 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 terminates due to death or “Disability” (as defined in the
Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive
for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled,
cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the
Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to
the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to
Section 2 above, if applicable. The foregoing condition that the Executive be an employee of Sirius XM shall, in the event of
the termination of the Executive’s employment with Sirius XM due to death or Disability, by Sirius XM without Cause or by
the Executive for Good Reason be waived by the Company provided that the Executive (or his estate in the case of death) executes
a release in accordance with Section 6(h) of the Employment Agreement.


 


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.


 


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 certificates
representing the Shares pursuant to this Agreement, collect from the Executive the amount of any such tax to the extent not previously
withheld; provided that, at the Executive’s election, such withholding shall be satisfied by the Company withholding Shares


 


 



	8 	First, second and third anniversaries of the “Effective Date,” as defined in the
    Employment Agreement.




    	 



    		21



    

otherwise deliverable pursuant to this Agreement having a Fair
Market Value equal to the amount of such required withholding (based upon the minimum statutory withholding rate).


 


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 in any way limit the right of Sirius XM to terminate the employment of the Executive at any time, subject to the terms of any
written employment or similar agreement between or among the Company, Sirius XM and the Executive.


 


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. 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 10020
	 	 	Attention:  General Counsel
	 	 	 
	 	Executive:	Scott A. Greenstein
	 	 	Address on file at the
	 	 	office of the Company





    	 



    		22



    



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


 


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


 


SIRIUS XM HOLDINGS INC.


 


	By: 	Exhibit B	 	Exhibit B	 
	 	Dara F. Altman	 	SCOTT A. GREENSTEIN	 
	 	Executive Vice President and	 	 	 
	 	Chief Administrative Officer	 	 	 




    	 



    		23



    

Exhibit C


 


AGREEMENT AND RELEASE


 


This Agreement and Release, dated as of
_________, 20__ (this “Agreement”), is entered into by and between SCOTT A. GREENSTEIN (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(g) of the Employment Agreement between the Executive and the Company, dated as of May 24, 2016 (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, 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
indemnification from the Company as provided in the Employment Agreement or otherwise; (ii)



    	 



    		24



    

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 the Executive’s rights under Section 6(g) of the Employment Agreement); and (iv) under this Agreement,
and (c) all claims for discrimination, harassment and/or retaliation, under Title VII of the Civil Rights Act of 1964, as amended,
the Civil Rights Act of 1991, as amended, the New York State Human Rights Law, as amended, as well as any and all claims arising
out of any alleged contract of employment, whether written, oral, express or implied, or any other federal, state or local civil
or human rights or labor law, ordinances, rules, regulations, guidelines, statutes, common law, contract or tort law, arising
out of or relating to the Executive’s employment with and/or separation from the Company, including 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)]9
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 the Released Parties and/or any of their respective practices or products; provided that the Executive
may provide truthful and accurate facts and opinions about the Company where required to do so


 


 





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




    	 



    		25



    

by law. The Company shall not, and shall instruct its officers
not to, make any disparaging remarks about the Executive; provided that the Released Parties and their respective officers
may provide truthful and accurate facts and opinions about the Executive where required to do so by law.


 


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 Sirius XM Holdings Inc., as applicable,]
contain the entire agreement of the parties as to the subject matter hereof. No modification or waiver of any of the provisions
of this Agreement shall be valid and enforceable unless such modification or waiver is in writing and signed by the party to be
charged, and unless otherwise stated therein, no such modification or waiver shall constitute a modification or waiver of any
other provision of this Agreement (whether or not similar) or constitute a continuing waiver.


 


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 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



    	 



    		26



    

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 phone, blackberry, personal computer, personal rolodex 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 C
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated:	 	 	Exhibit C
	 	 	 	SCOTT A. GREENSTEIN