Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 10, 2021, is between SIRIUS XM RADIO INC., a Delaware
corporation (the “Company”), and JOSEPH INZERILLO (the
“Executive”).


 


WHEREAS, the Company and the Executive jointly
desire to enter into this Agreement to reflect the terms and conditions of the Executive’s 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 accept employment
with the Company and Sirius XM Holdings Inc. (“Holdings”), commencing on January 10, 2022 (the “Effective
Date”). Except as set forth in Section 6, if the Executive does not commence employment with the Company on or prior
to the Effective Date, this Agreement shall be void ab initio.


 


2. Duties and Reporting Relationship.
(a) The Executive shall be employed as the Chief Product and Technology Officer of both the Company and Holdings. During the Term
(as defined below), the Executive shall use the Executive’s skills and render services to the best of the Executive’s
ability, consistent with the needs of the Company and Holdings. The Executive shall perform such activities and duties consistent
with the Executive’s position that the Chief Executive Officer of the Company and Holdings (the “CEO”)
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 CEO, other
than charitable, civic and other non-business activities that do not interfere with the Executive’s duties to the Company
and/or Holdings, and (i) passive investments; (ii) serving as an advisor to an organization mutually approved by the Executive
and the CEO; provided that such advisory role does not interfere or conflict with the Executive’s obligations to the
Company and/or Holdings under this Agreement; or (iii) service on a board of directors for one public or private company and for
two industry organizations, in each case subject to the express written consent of the Company.


 


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


 


(c) The Executive shall report solely and
directly to the CEO.


 


3. Term; Effective Date. The term
of this Agreement shall commence on the Effective Date and shall end on the third (3rd) anniversary of the Effective
Date, unless terminated earlier pursuant to the provisions of Section 6 (the “Term”).


 


4. Compensation. (a) During the
Term, the Executive shall be paid an annual base salary of $1,250,000, which shall be reviewed no less frequently than annually
and may be subject to increase (but not decrease) from time to time by recommendation of the CEO



    	 



    	



    

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 the first
business day following the Effective Date on which Holdings and the Executive are not subject to a blackout restriction, or if
there is no such blackout restriction then on the Effective Date (such date, as applicable, 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 $0.001 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 $2,250,000,
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 $2,250,000, divided by the average closing price of the Common Stock on the Nasdaq Global
Select Market for the twenty (20)-trading day period preceding, but not including, 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;


 


(iii) a number of performance-based restricted
stock units (“PRSUs”) equal to $4,500,000, divided by the average closing price of the Common Stock on the Nasdaq
Global Select Market for the twenty (20)-trading day period preceding, but not including, the Grant Date. Fifty percent (50%) of
such PRSUs shall be subject to the terms and conditions set forth in the Performance–Based Restricted Stock Unit Agreement
(Free Cash Flow) attached to this Agreement as Exhibit C-1 and fifty percent (50%) of such PRSUs shall be subject to the terms
and conditions set forth in the Performance–Based Restricted Stock Unit Agreement (Relative TSR) attached to this Agreement
as Exhibit C-2; and


 


(iv) a number of RSUs equal to $2,000,000,
divided by the average closing price of the Common Stock on the Nasdaq Global Select Market for the twenty (20)-trading day period
preceding, but not including, 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.


 


(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).



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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 the Executive in carrying out the Executive’s 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 entitled 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.


 


(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 CEO, or the Board or the compensation
committee of the Board (the “Compensation Committee”). During the Term, the Executive shall have a target bonus
of 150% of the Base Salary (the “Target Bonus Opportunity”). Bonus(es) shall be subject to the Executive’s
individual performance and satisfaction of objectives established by the CEO or the Board or the Compensation Committee, and further
are subject to the exercise of discretion by the CEO and review and approval by the Compensation Committee. Bonus(es), if any,
shall be paid in the form of cash and shall be paid by March 15th of the following year.


 


(d) During the Term, the Executive shall
be entitled to accrue vacation under the Company’s policy at a rate of not less than four (4) weeks per year.


 


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 the Executive’s employment under 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 (at any time following the date of this Agreement,
including prior to the Effective Date):



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(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 and/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;


 


(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 Executive’s 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 CEO’s reasonable written instructions on a material matter within five (5) days; 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 present (in person or by
teleconference) and voting at a meeting of the Board called and held for



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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), the Executive’s employment and the Term 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) The Term of 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 the Executive’s 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 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. The Term of 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
the Executive’s employment with the Company and Holdings at any time with or without Good Reason (as defined below). Should
the Executive wish to resign from the Executive’s employment with the Company and Holdings during the Term for other than
Good Reason, the Executive shall give at least thirty (30) days’ prior written notice to the Company. The Executive’s
employment and the Term of 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 the Executive’s active employment immediately upon or following receipt of such notice from the Executive. Further,
any resignation by the Executive of the Executive’s employment with the Company shall be deemed a resignation of the Executive’s
employment with Holdings (and vice versa).


 


(e) Should the Executive wish to resign
from the Executive’s 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 the Term of 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 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 the



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Executive’s position with the Company
shall be deemed a resignation of the Executive’s 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 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 reduction in the Executive’s title, any material reduction in the Executive’s
duties or responsibilities that results in the Executive not being the most senior executive (other than the CEO) determining the
Company’s digital product roadmap and technology, or any removal of the Executive from, or any failure to re-elect the Executive
to, any of such positions (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 solely
and directly to the CEO; or


 


(iii) any requirement that the Executive
report for work to a location (other than the Executive’s residence) more than twenty-five (25) miles from the Company’s
current offices in New York, New York, for more than thirty (30) days in any calendar year, excluding any requirement that results
from the damage, emergency closure or destruction of such office as a result of natural disasters, terrorism, pandemics, acts of
war or acts of God or travel in the ordinary course of business; or


 


(iv) any reduction in the Base Salary or
the Target Bonus Opportunity;


 


(v) the Company’s failure to grant
the equity awards set forth in Section 4(b) on the Grant Date; or


 


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


 


(f) (i) If the
employment of the Executive is terminated during the Term 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 the Executive’s employment for
Good Reason, then, subject to Section 6(g), the Executive shall have an absolute and



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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 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) a pro-rated Bonus for the year
in which the termination occurred (based on actual achievement of applicable performance criteria, and based on the number of days
the Executive was employed by the Company as a portion of the applicable calendar year), payable when annual bonuses are normally
paid to other executive officers of the Company;


 


(E) 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


 


(F) 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 the Executive 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 General Counsel 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 the Executive’s



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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) 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 the Executive’s employment the Executive will occupy a position of trust
and confidence. The Executive shall not, except in connection with the performance of the Executive’s functions in accordance
with this Agreement or as required by applicable law, or as required in proceedings to enforce or defend the Executive’s
rights under this Agreement or any other written agreement between the Executive and the Company and/or Holdings, 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 or Holdings (or their respective affiliates) for financial reporting purposes and that was
learned by the Executive in the course of the Executive’s 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 to deliver or return to the Company, at the Company’s request
at any time or upon termination or expiration of the Executive’s 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 the Executive’s employment by
the Company and/or Holdings; provided that the Executive will be able to keep the Executive’s cell phones, personal computers,
personal contact list and the like so long as any Confidential Information is removed from such items.




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(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. The Executive’s obligations under this Section 7 following the Executive’s termination of employment
for Good Reason or by the Company without Cause are expressly conditioned upon, and subject to, the Company’s compliance
with its applicable payment obligations, if any, under Section 6.


 


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 the Executive’s 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,
transmission, production or streaming of radio programming or any activity that directly competes with the business of the
Company, including but not limited to podcasting, telematics and audio advertising sales and technology (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 as to
any product or service that



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directly competes with any product or service
provided or marketed by the Company or its affiliates on the Termination Date or upon expiration of the Term (such date, as applicable,
the “Milestone Date”); provided that general solicitations that are not specifically targeted to current,
former or prospective customers of the Company with respect to such products or services, and which products or services have not
been identified by the Executive using Confidential Information, shall not be deemed to be a breach of the immediately preceding
sentence. The Executive also agrees that during the Restricted Period the Executive 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. 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. The Executive’s obligations
under this Section 8 during the Restricted Period are expressly conditioned upon, and subject to, the Company’s compliance
with its applicable payment obligations, if any, under Section 6.


 


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. Notwithstanding
anything herein to the contrary, 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 the Executive’s activities as an officer of the Company and Holdings, which shall survive
the termination of the Executive’s employment with the Company or the Term of this Agreement for any reason.


 


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, 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 the Executive’s rights or delegate any of the Executive’s 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 or Holdings by merger or purchase of all or substantially
all of the Company’s and/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 if received at the recipient’s location during normal business hours or otherwise
on the next business day, 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.

1221 Avenue of the Americas

35th Floor

New York, New York 10020

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 and/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



    	13



    	



    

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
the Executive’s 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 the Executive 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.



    	14



    	



    

(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 the Executive 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 the Executive’s obligations under this Agreement.


 


24. Survivorship. Upon the expiration
or other termination of the Term 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 solely to the extent required by, any such law, government
regulation or stock exchange listing requirement).



    	15



    	



    

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/ Joseph Inzerillo	 
	 	 	JOSEPH INZERILLO	 




    	16



    	






Exhibit A


 


SIRIUS XM HOLDINGS INC. 2015 LONG-TERM STOCK
INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


This STOCK OPTION AGREEMENT (this “Agreement”),
dated ___________, 2022, is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”), and JOSEPH
INZERILLO (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 December 10, 2021, 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 ______________________ (_________) shares1 of common stock, par value
$0.001 per share, of the Company (the “Shares”), at a price per Share of $___ (the “Exercise Price”).2
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 with respect to _______ Shares on __________, 2023, _______ Shares on _______________,
2024 and ____________ Shares on ____________, 2025, 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), then the unvested portion
of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. In order
for the Executive to receive any accelerated vesting pursuant to this Section 1(c), the Executive must execute a release in accordance
with Section 6(g) of the Employment Agreement (except that the Company’s General Counsel may waive such requirement in the
case of the Executive’s death).


 


2. Term. This Option shall terminate
on ___________, 2032 (the Option Expiration Date”); 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


 


 



 


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


2 Closing price on the Grant Date.



    	17



    		 



    


Executive may exercise this Option 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 the Executive’s 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 withheld. The Executive may satisfy the Executive’s 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



    	18



    		 



    


individual circumstances of the Executive. Accordingly, the
Executive acknowledges that the Executive has been advised to consult with the Executive’s 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 otherwise defined shall have the same meanings 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 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.
	 	 	1221 Avenue of the Americas
	 	 	35th Floor
	 	 	New York, New York 10020
	 	 	Attention:  General Counsel
	 	 	 
	 	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.



    	19



    		 



    


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


 


SIRIUS XM HOLDINGS INC.   


 


	By: 	Exhibit A	 	Exhibit A
	 	Dara F. Altman	 	JOSEPH INZERILLO
	 	Executive Vice President and	 	 
	 	Chief Administrative Officer	 	 




    	20



    		 



    


Exhibit B


 


SIRIUS XM HOLDINGS INC.


2015 LONG-TERM STOCK INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


 


This RESTRICTED STOCK UNIT AGREEMENT (this
“Agreement”), dated ____________, 2022, is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”),
and JOSEPH INZERILLO (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 December 10, 2021, between Sirius XM Radio Inc. (“Sirius XM”) and
the Executive (the “Employment Agreement”), the Company hereby grants ________________3 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 $0.001 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, (i) on _____________, 2023, the Company shall
issue, or cause there to be transferred, to the Executive ____ Shares representing an equal number of RSUs granted to the Executive
under this Agreement (as adjusted pursuant to Section 2 above, if applicable), (ii) on _____________, 2024, the Company shall issue,
or cause there to be transferred, to the Executive _____ Shares, representing an equal number of RSUs granted to the Executive
under this Agreement (as adjusted pursuant to Section 2 above, if applicable), and (iii)


 


 



 


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




    	21



    		 



    


on_____________, 2025, the Company shall issue, or cause there
to be transferred, to the Executive _____ Shares, representing an equal number of RSUs granted to the Executive under this Agreement
(as adjusted pursuant to Section 2 above, if applicable)in each case, 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. In order for the Executive
to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute a release in accordance with Section
6(g) of the Employment Agreement (except that the Company’s General Counsel 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. 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 employment of the Executive at any time, subject to the terms of the



    	22



    		 



    


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.


 


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 the Executive’s
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 used herein but not otherwise defined shall have the same meanings 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.
	 	 	1221 Avenue of the Americas
	 	 	35th Floor
	 	 	New York, New York 10020
	 	 	Attention:  General Counsel
	 	 	 
	 	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.


 


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.



    	23



    		 



    


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 F. Altman	 	JOSEPH INZERILLO
	 	Executive Vice President and	 	 
	 	Chief Administrative Officer	 	 




    	24



    		 



    


Exhibit C-1


 


SIRIUS XM HOLDINGS INC.


2015 LONG-TERM STOCK INCENTIVE PLAN


 


PERFORMANCE-BASED RESTRICTED STOCK UNIT
AGREEMENT


(FREE CASH FLOW)


 


This PERFORMANCE-BASED RESTRICTED STOCK
UNIT AGREEMENT (this “Agreement”), dated_____________, 2022, is between SIRIUS XM HOLDINGS INC., a Delaware
corporation (the “Company”), and JOSEPH INZERILLO (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 December 10, 2021 between Sirius XM Radio Inc. (“Sirius XM”) and the
Executive (the “Employment Agreement”), the Company hereby grants __________4 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 $0.001 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 Sections 4 and 5, such PRSU is no longer considered a PRSU for purposes of this Agreement.


 


4. Issuance of Shares Subject to PRSUs.


 


(a) Performance Metric. 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


 


 



 


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





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Metric Target”) approved by the Company’s
Board of Directors (the “Board”) for the years ending December 31, 2022 and December 31, 2023 (together, the
“Performance Period”). The annual free cash flow component for each of 2022 and 2023 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.


 


The Performance Metric Target for each of
the years ending December 31, 2022 and 2023 shall be reasonable in light of the Company’s business plan and budget for the
applicable year and other factors affecting the Company’s business taken as a whole.


 


(b) Calculation of Shares to be Issued.
No later than 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, 0% of the 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 achievement of the Performance Metric Target is at least 80% but less than 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).


 


The payout scale set forth above may be
modified in order to increase (but not decrease) the percentage of PRSUs that vest hereunder. 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 January 10, 2025, 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 January 10, 2025.


 


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



    	26



    		 



    


“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) (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 on or prior to the end of the Performance Period, or if the PRSU Termination Date occurs prior to the establishment of the
Performance Metric Target for the Performance Period, then the PRSUs granted to the Executive under this Agreement, 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 last day of 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 in order to give effect to the foregoing Section
5(a); provided that the Executive executes a release in accordance with Section 6(g) of the Employment Agreement (except
that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).


 


(c) 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) as provided in Section 5(a)(i) or (ii), as applicable, on the 60th day following the Executive’s
termination of employment, but in no event later than March 15th of the year following the year of such termination
of employment.


 


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



    	27



    		 



    


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.


 


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 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 meanings 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):



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	 	Company:	Sirius XM Holdings Inc.
	 	 	1221 Avenue of the Americas
	 	 	35th Floor
	 	 	New York, New York 10020
	 	 	Attention:  General Counsel
	 	 	 
	 	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.


 


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.


 


16. Section 409A. This Agreement
and the PRSUs granted hereunder are intended to be exempt from Section 409A of the Code and the rules and regulations thereunder
such as to avoid any additional taxation under the Section 409A of the Code. Any ambiguity herein shall be interpreted in accordance
with the foregoing.


 


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


 


	SIRIUS XM HOLDINGS INC.
	 	 	 	 
	By: 	Exhibit C-1	 	Exhibit C-1
	 	Dara F. Altman	 	JOSEPH INZERILLO
	 	Executive Vice President and	 	 
	 	Chief Administrative Officer	 	 




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Exhibit C-2


 


SIRIUS XM HOLDINGS INC.


2015 LONG-TERM STOCK INCENTIVE PLAN


 


PERFORMANCE-BASED RESTRICTED STOCK UNIT
AGREEMENT





(RELATIVE TSR)


 


This PERFORMANCE-BASED RESTRICTED STOCK
UNIT AGREEMENT (RELATIVE TSR) (this “Agreement”), dated_____________, 2022, is between SIRIUS XM HOLDINGS INC.,
a Delaware corporation (the “Company”), and JOSEPH INZERILLO (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 December 10, 2021 between Sirius XM Radio Inc. and the Executive (the “Employment
Agreement”), the Company hereby grants __________5 performance-based
restricted stock units (“PRSUs”) to the Executive, representing the target number of PRSUs eligible to be earned
under this Agreement (the “Target PRSUs”). Each PRSU represents the unfunded, unsecured right of the Executive
to receive one share of common stock, par value $0.001 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. 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 the Performance Metric set
forth on the Performance Matrix attached hereto as Annex A (the “Performance Matrix”), subject to the
terms set forth therein and herein.


 


 



 


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



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(b) Calculation of Shares to be Issued.
No later than sixty (60) days following the end of the Performance Period, the Company shall certify the Company’s level
of achievement of the Performance Metric (such actual date of certification, the “Certification Date”). Upon
the Certification Date, the applicable portion of the Target PRSUs determined by the Payout Percentage (as defined in the Performance
Matrix) as a percentage of the Target PRSUs shall be calculated and shall remain eligible to vest, subject to the Executive remaining
employed by Sirius XM Radio Inc. or any of its subsidiaries or affiliates (collectively “Sirius XM”) through
January 10, 2025 (except as otherwise set forth herein) (such PRSUs, the “Eligible Units”). On the Certification
Date, any PRSUS which do not become Eligible Units in accordance with the immediately preceding sentence shall immediately be forfeited
and cancelled, and the Executive shall not be entitled to any compensation or other amount with respect thereto.


 


(c) Issuance of Vested Units. Subject
to the terms of this Agreement and/or the Plan, the Company shall issue to the Executive on the first (1st) business
day following the Certification Date, subject to the Executive’s continuous employment with Sirius XM through January 10,
2025 (except as otherwise set forth herein), a number of Shares equal to the number of Vested Units.


 


(d) Termination. If the Executive’s
employment with Sirius XM terminates for any reason prior to January 10, 2025, then all of the PRSUs shall immediately terminate
without consideration; provided that if the Executive’s employment with Sirius XM is terminated prior to the
January 10, 2025 (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), then the Target PRSUs, to the extent not previously settled, cancelled or forfeited, shall, subject
to the second to last sentence of this Section 3(d), immediately become vested and the Company shall issue, or cause there to be
transferred, to the Executive, on the 60th day following such termination of employment, the amount of Shares equal to the number
of Target PRSUs granted to the Executive under this Agreement, and as adjusted pursuant to Section 2 above, if applicable; provided
that if such termination occurs after the last day of the Performance Period, then the number of Shares to be issued or transferred
shall be based on the greater of (i) the number of Target PRSUs or (ii) the number or PRSUs that were determined to be Eligible
Units as of the Certification Date. In no event shall such PRSUs be issued or transferred later than the March 15th
following the year of the Executive’s termination of employment. 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
3(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 General Counsel may waive such requirement in the
case of the Executive’s death).


 


4. Change of Control. Notwithstanding
the foregoing provisions, 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



    	31



    		 



    


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. 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).


 


6. 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.


 


7. No Rights of a Stockholder. The
Executive shall not have any rights as a stockholder of the Company with respect to any Shares until the Shares have been issued.
Once a PRSU vests and a Share is issued to the Executive pursuant to Section 3, such PRSU is no longer considered a PRSU for purposes
of this Agreement.


 


8. Rights of the Executive. Neither
this Agreement nor the PRSUs shall confer upon the Executive any right to, or guarantee of, continued employment by or service
with Sirius XM, or in any way limit the right of Sirius XM to terminate the employment or service of the Executive at any time,
subject to the terms of any written employment or similar written agreement between the Executive and Sirius XM.


 


9. 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.


 


10. 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 meanings 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.


 


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



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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.
	 	 	1221 Avenue of the Americas
	 	 	35th Floor
	 	 	New York, New York 10020
	 	 	Attention:  General Counsel
	 	 	 
	 	Executive:	Address on file at the
	 	 	office of Sirius XM


 


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


 


13. Binding Effect. This Agreement
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.


 


15. Section 409A. This Agreement
and the PRSUs granted hereunder are intended to be exempt from Section 409A of the Code and the rules and regulations thereunder
such as to avoid any additional taxation under the Section 409A of the Code. Any ambiguity herein shall be interpreted in accordance
with the foregoing.


 


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


 


	SIRIUS XM HOLDINGS INC.
	 	 	 	 
	By: 	Exhibit C-2	 	Exhibit C-2
	 	Dara F. Altman	 	JOSEPH INZERILLO
	 	Executive Vice President and	 	 
	 	Chief Administrative Officer	 	 




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Annex A


 


Performance Matrix


 


Target Award: Participant’s
overall target-level award hereunder is equal to _______ PRSUs (the “Target PRSUs”).


 


The “Performance Period”
shall be January 1, 2022 through December 31, 2024.


 


The “Performance Metric”
shall be the three-year total shareholder return (“TSR”) of the Company relative to the other entities in the
TSR Index (as defined below). Achievement of the Performance Metric shall be determined by the percentile rank of the Company’s
TSR relative to the TSR of each other entity in the TSR Index.


 


Determination of TSR: TSR for the
Company and each other entity in the TSR Index shall be determined in accordance with the following formula. TSR shall be equal
to (a) divided by (b) minus (c), expressed as a percentage, where:


 


(a) is equal to the product of (i) and (ii),
where (i) is the Ending Price and (ii) is the Reinvestment Factor;


 


(b) is equal to the
Starting Price; and


 


(c) is equal to one.


 


For purposes of determining TSR:


 


“Starting Price” means
the average closing price of one share of common stock on the applicable stock exchange during the twenty (20) trading days immediately
preceding and including the first day of the Performance Period. The Starting Price for a Share of the Company is $6.3795.


 


“Ending Price” means
the average closing price of one share of common stock on the applicable stock exchange during the twenty (20) trading days immediately
preceding and including the last day of the Performance Period; provided that, in the case of a Change of Control, the Ending
Price for the Company shall be the fair market value of a Share immediately prior to the Change of Control, and the Ending Price
for all other companies shall be the average closing price of one share of common stock on the applicable stock exchange during
the twenty (20) trading days immediately preceding the date of the Change of Control.


 


“Reinvestment Factor”
means the Total Share Count at the end of the Performance Period.


 


“Total Share Count” equals
one share of the Company’s common stock on the first day of the Performance Period, which is adjusted cumulatively for any
dividends declared over the



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Performance Period. The adjustment for each dividend declaration
shall increase the Total Share Count by an amount calculated as the sum of (x) and (y), where:


 


(x) equals the Current Total Share Count;
and


 


(y) equals the calculated result of (i)
multiplied by (ii) and divided by (iii), where (i) is the Current Total Share Count, (ii) is the dollar value of the declared dividend,
and (iii) is the closing price of the company’s Common stock on the payment date.


 


“Current Total Share Count”
means the Total Share Count before each dividend adjustment, if any.


 


The Company’s “Rank”
shall be determined by the Company’s position within the ranking of each entity in the TSR Index (including the Company)
in descending order based on their respective TSRs (with the highest TSR having a Rank of one). For purposes of developing the
ordering provided in the immediately-preceding sentence, (A) any entity that filed for bankruptcy protection under the United States
Bankruptcy Code during the Performance Period shall be assigned the lowest order of any entity in the TSR Index such that such
entity’s TSR is fixed at -100%, (B) any entity that is acquired during the Performance Period, or otherwise no longer listed
on a national securities exchange at the end of the Performance Period (other than the Company), shall be removed from the TSR
Index and shall be excluded for purposes of ordering the entities in the TSR Index (and for purposes of calculating the Company’s
Percentile) and (C) any entity that has issued multiple classes of stock that are contained in the TSR Index shall be aggregated
and considered one entity.


 


After determining the Company’s Rank,
the Company’s “Percentile” will be calculated as follows:


 





 


where:


 


“P” represents the Percentile
which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.


 


“N” represents the total number
of entities in the TSR Index (including the Company, but after removal of any entities in accordance with the calculation of the
Rank).


 


“R” represents Company’s
Rank (as determined above).


 


The “Payout Percentage”
shall be determined as follows, subject to the exception below:


 


· Threshold
Performance: If the Company’s Percentile equals 25%, the Payout Percentage shall be 50% of the Target PRSUs. The Payout Percentage
shall equal zero if the Company Percentile is less than 25%.



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· Target
Performance: If the Company’s Percentile equals 50%, the Payout Percentage shall be 100% of the Target PRSUs.


 


· Maximum
Performance: If the Company’s Percentile equals or exceeds 75%, the Payout Percentage shall be 150% of the Target PRSUs.


 


Straight-line interpolation shall be used
to determine the Payout Percentage for any Company Percentile between 25% and 75%, based upon the Payout Percentages set forth
above.


 


The following exception exists with respect
to the Payout Percentage determination set forth above: If the Company’s absolute TSR (irrespective of its Rank or Percentile)
is less than 0%, then the Payout Percentage shall not exceed 100% of the Target PRSUs (subject to adjustment as set forth in Section
2 of the Agreement, if applicable).


 


In addition to the Company, the “TSR
Index” shall be comprised of the companies in the S&P 500 Index as in effect on the first day of the Performance
Period (subject to adjustment as set forth in the definition of Rank above).


 


The Compensation Committee of the Board
of Directors shall be permitted to adjust or modify the calculations set forth above as it deems appropriate, including pursuant
to any adjustments under Sections 4(b) and 12(c) of the Plan.



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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 JOSEPH INZERILLO (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 December 10, 2021 (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 the Executive 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 and other than rights to indemnification and to directors’ and officers’ liability
insurance under the Employment Agreement, the Certificates of Incorporation and Bylaws of Holdings and the Company and their affiliates
(or similar constituent documents of affiliates) or the provisions of Delaware law.


 


3. The Executive,
on behalf of the Executive and the Executive’s 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



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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 Holdings, the Company
or their affiliates as provided in the Employment Agreement or otherwise; (ii) to coverage under the insurance policies of the
Company, Holdings or their affiliates 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 the Executive’s 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 the Executive 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 the Executive’s 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) the Executive may and should consult an attorney before signing this Agreement, (2) the Executive
has [twenty-one (21)/forty-five (45)]6 days to consider this Agreement, and (3) the Executive 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 the Executive 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


 


 



 


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




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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 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 or in proceedings to enforce or defend
the Executive’s rights under this Agreement or any other written agreement between the Executive and a member of the Nondisparagement
Group 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 Company
hereby represents and warrants that, except as previously disclosed in writing to the Executive, it is not aware of any facts or
circumstances as of the date of this Agreement that would give rise to or serve as a basis for any claim against the Executive
in connection with the employment and termination of employment of the Executive.


 


10. 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.


 


11. 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.


 


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


 


13. 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.



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14. 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.


 


15. 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 their 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.


 


16. 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 or pdf 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.


 


17. The Executive
warrants that the Executive 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 the Executive’s employment
with the Company on or before the Termination Date; provided that the Executive will be able to keep the Executive’s
cell phones, personal computers, personal contact list and the like so long as Confidential Information (as defined the Employment
Agreement) is removed from such items.


 


18. 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.


 


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


 


20. 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.



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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
	 	 	 	JOSEPH INZERILLO



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