Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”),
dated as of August 11, 2015, is between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”), and JAMES
E. MEYER (the “Executive”).


 


WHEREAS, the Company and the Executive previously
entered into an employment agreement dated as of April 29, 2013 (the “Prior Agreement”); and


 


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


 


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


 


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


 


2. Duties and Reporting Relationship.
(a) The Executive shall be employed as the Chief Executive Officer of both the Company and Sirius XM Holdings Inc. (“Holdings”),
and shall have the rights, powers, authorities and duties commensurate with the position of the Chief Executive Officer. The Executive
shall also continue as a member of the Board of Directors of Holdings (the “Board”). During the Term (as defined
below), the Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings to achieve the goals
of the Company and Holdings, use his skills and render services to the best of his ability, and devote all of his working time
and efforts, in supervising the business and affairs of the Company and Holdings. In addition, the Executive shall perform such
other activities and duties consistent with his position as the Board 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 Board, other than (i) passive investments, (ii) service as a director and chairman
of the board of directors of Rovi Corporation, or (iii) service on other boards of directors with the express written consent of
the Board, which consent, with respect to one additional directorship, will not be unreasonably withheld.


 


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


 


(c) Unless otherwise required by law,
administrative regulation or the listing standards of the exchange on which Holdings’ shares are primarily traded, the Executive,
in his capacity as Chief Executive Officer, shall report solely and exclusively to the full Board.



    	 



    	



    


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3. Term. The term of this Agreement
shall commence on August 11, 2015 (the “Effective Date”) and end on April 30, 2018, 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 $1,800,000, subject to any increase from time to time as approved by
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 Effective Date, the Company
shall cause Holdings to grant to the Executive:


 


(i) an option to purchase shares
of Holdings’ common stock, par value $.001 per share (the “Common Stock”), at an exercise price equal
to the closing price of the Common Stock on the Nasdaq Global Select Market on the Effective 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 Effective
Date to be equal to $10,000,000, determined by using inputs consistent with those Holdings uses for its financial reporting purposes.
Such option shall be subject to the terms and conditions set forth in the Option Agreement attached to this Agreement as Exhibit
A.


 


(ii) a number of restricted stock
units equal to $10,000,000 divided by the closing price of the Common Stock on the Nasdaq Global Select Market on the Effective
Date. Such restricted stock units shall be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement
attached to this Agreement as Exhibit B.


 


(c) All compensation paid to the Executive
hereunder shall be subject to any payroll and withholding deductions required by applicable law, including, as and where applicable,
federal, New York state and New York City income tax withholding, federal unemployment tax and social security (FICA).


 


5. Additional Compensation; Expenses
and Benefits. (a) During the Term, the Company shall reimburse the Executive for all reasonable and necessary business expenses
incurred and advanced by him in carrying out his duties under this Agreement, provided that such expenses are incurred in accordance
with the policies and procedures established by the Company. The Executive shall present to the Company an itemized account of
all expenses in such form as may be required by the Company from time to time.


 


(b) During the Term, the Executive shall
be eligible to participate fully in any other benefit plans, programs, policies and fringe benefits which may be made available
to the executive officers of the Company and/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
target annual bonus opportunity shall be 250% of the Executive’s Base Salary (the



    	 



    	



    
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“Bonus”); provided that such target
annual bonus opportunity shall not be applicable to any Bonus paid to the Executive for calendar year 2018. The amount of any Bonus
paid to the Executive for calendar year 2018 shall be determined by the Board in its sole discretion. Bonus(es) will be subject
to the Executive’s individual performance and satisfaction of objectives established by the Board or the compensation committee
of the Board (the “Compensation Committee”), and further are subject to the exercise of negative discretion
to reduce Bonus(es) as determined in the sole discretion of the Compensation Committee. The Bonus for a year, if any, shall be
paid in cash and, unless prohibited by law, will be paid during the following year by March 15th of such following 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 (or upon the originally scheduled expiration of the Term on April 30, 2018) is referred to herein
as the “Termination Date.” With respect to any payment or benefits that would be considered deferred compensation
subject to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”),
and which are payable upon or following a termination of employment, a termination of employment shall not be deemed to have occurred
unless such termination also constitutes a “separation from service” within the meaning of Section 409A and the regulations
thereunder (a “Separation from Service”), and notwithstanding anything contained herein to the contrary, the
date on which a Separation from Service takes place shall be the Termination Date.


 


(a) The Company has the right and may
elect to terminate this Agreement with or without Cause at any time. For purposes of this Agreement, “Cause”
means the occurrence or existence of any of the following:


 


(i) (A) a material breach by
the Executive of the terms of this Agreement, (B) a material breach by the Executive of the Executive’s duty not to engage
in any transaction that represents, directly or indirectly, self-dealing with the Company, Holdings or any of their affiliates
(which, for purposes hereof, shall mean any individual, corporation, partnership, association, limited liability company, trust,
estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control
with the Company or Holdings) which has not been approved by a majority of the disinterested directors of the Board, or (C) the
Executive’s violation of the Company’s or Holdings’ Code of Ethics or any other written Company or Holdings policy
which is materially injurious to the Company, Holdings or any of their 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 willful
act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar intentional misconduct by the Executive involving
the Company, Holdings or any of their affiliates;


 


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



    	 



    	



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


 


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


 


(vi) the Executive’s failure
to comply with the Board’s reasonable written instructions consistent with his position 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 affiliates.


 


(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 two-thirds of the directors (other than the Executive, if the Executive is then serving
on the Board) present (in person or by teleconference) and voting at a meeting of the Board called and held for that purpose after
fifteen (15) days’ notice to the Executive (which notice the Company shall use reasonable efforts to confirm that the Executive
has actually received and which notice for purposes of Section 6(a) may be delivered, in addition to the requirements set forth
in Section 18, 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 at such meeting prior to such vote, finding that in the good faith opinion of the Board,
the Executive was found to have committed the conduct set forth in any of clauses (i) through (vii) of Section 6(a) and specifying
the particulars thereof in reasonable detail. For purposes of Section 6(a), this Agreement shall terminate on the date specified
by the Board in the Notice of Termination for Cause and one (1) day following the receipt by the Executive of a notice of a termination
without Cause.


 


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


 


(ii) If the Executive is unable to perform
the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred
eighty (180) days within any three hundred sixty-five (365)-day period (“Disability”), the Company shall have
the right and may elect to terminate the services of the Executive by a Notice of Disability Termination. For purposes of this
Agreement, a “Notice of Disability Termination” shall mean a written notice that sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under this Section 6(c)(ii).
For purposes of this Agreement, no such purported termination shall be effective without such Notice of Disability Termination.
This Agreement and the Executive’s



    	 



    	



    
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employment shall terminate on the day such Notice of Disability
Termination is received by the Executive.


 


 (d) The Executive may elect to resign
from his employment with the Company and Holdings at any time during the Term with or without Good Reason (as defined below). Should
the Executive wish to resign from his employment with the Company and Holdings during the Term for other than Good Reason, the
Executive shall give at least fourteen (14) days’ prior written notice to the Company of such a resignation for other than
Good Reason pursuant to this Section 6(d). The Executive’s employment and the Term shall terminate on the effective date
of such resignation; provided that the Company may, at its sole discretion, instruct the Executive to cease active employment
and perform no more job responsibilities upon or following receipt of such notice from the Executive. Further, any resignation
by the Executive of his position with the Company shall be deemed a resignation of his position with Holdings (and vice versa).


 


(e) Should the Executive wish to resign
from his employment with the Company and Holdings during the Term for Good Reason following the Company’s failure to cure
an applicable event as contemplated below, the Executive shall give at least seven (7) days’ prior written notice to the
Company. The Executive’s employment and the Term 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 receipt of such notice from the Executive.


 


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


 


(i) the Executive ceasing to
report solely and exclusively to the full Board (unless otherwise required by Section 2(c)); or


 


(ii)  any requirement that the
Executive report for work to a location more than twenty-five (25) miles from the Company’s current headquarters for more
than thirty (30) days in any calendar year, excluding any requirement that results from the damage or destruction of the Company’s
current headquarters as a result of natural disasters, terrorism, acts of war or acts of God or travel in the ordinary course of
business; or


 


 (iii)  any reduction in the Base Salary or target annual
bonus opportunity, other than a reduction to the Bonus opportunity for the 2018 calendar year; or


 


(iv)  any material breach by
the Company of this Agreement (including the provisions of Section 2); or



    	 



    	



    
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(v) any diminution of the Executive’s
titles or any material diminution in the Executive’s duties and/or responsibilities or authority, as set forth herein.


 


(f) If the employment of the Executive
is terminated by the Company for Cause, by the Executive other than for Good Reason or due to death or Disability, the Executive
(or his estate in the case of death) shall 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 compensation and benefits in clauses
(A) and (B), the “Accrued Payments and Benefits”). In the case of the Executive’s termination of employment
due to death or Disability, by the Company without Cause, by the Executive for Good Reason or upon the expiration of this Agreement,
the Executive shall be entitled to (C) any earned but unpaid Bonus with respect to the year prior to the year of termination; (D)
a prorated Bonus for the year in which his employment is terminated, provided that, for purposes of clarity, the prorated amount
for the 2018 calendar year Bonus will be determined based on an annualized amount for 2018, in any such case, determined pursuant
to the terms of the applicable Bonus plan (other than any requirement of continued employment) and in accordance with the terms
of Section 5(c), based on actual performance for such year, and payable at such time as the annual bonuses for such year are paid
to other senior executives of the Company; and (E) the amount due to the Executive (or his estate in the case of death) pursuant
to Section 11(b) (collectively the compensation in clauses (C), (D), and (E), the “Supplemental Payments”).
If the employment of the Executive is terminated without Cause, or if the Executive terminates his employment for Good Reason,
then the Executive shall be entitled to receive, in addition to the Accrued Payments and Benefits and the Supplemental Payments,
the following payments from the Company:


 


(i) without setoff, counterclaim
or other withholding, except as set forth in Section 4(c), a lump sum cash amount equal to the sum of (x) his annual Base Salary
at the rate in effect on the Termination Date plus (y) the greater of (A) an amount equal to 60% of Base Salary, or (B)
the prior year’s Bonus actually paid to the Executive by the Company;


 


 (ii) reimbursement for the
costs of continuation of medical and dental insurance coverage for the Executive and his dependents under the Company’s health
insurance plans in effect on the Termination Date for eighteen (18) months following the Termination Date, to be paid following
the Executive’s submission of reasonable documentation of any costs so incurred. The Executive shall have the option to continue
such benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at his own expense
to the extent permitted by law for an additional eighteen (18) months; and


 


(iii) reimbursement of a monthly
amount equal to the actual monthly costs to the Executive to obtain life insurance benefits substantially similar to those benefits
provided to the Executive for a period of one (1) year following such Termination Date; provided that (1) the amount of
such monthly payments shall not exceed twice the amount that the Company would have paid to provide such life insurance benefit
to the Executive if he were an active employee on the Termination Date, and (2) such payments



    	 



    	



    
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shall cease if the Executive obtains a life insurance
benefit from another employer during the remainder of such one-year period.


 


(g) The Company’s obligations under
Section 6(f) shall be conditioned upon the Executive executing, delivering, and not revoking during the applicable revocation period
a waiver and release of claims, substantially in the form attached hereto as Exhibit C (the “Release”) within
fifty two (52) days following the Termination Date. The lump sum amount contemplated under Section 6(f) shall be paid on the sixtieth
(60th) day following the Termination Date.


 


(h) If the employment of the Executive
is terminated upon or after the expiration of the Term, the Executive shall be entitled to (i) the Accrued Payment and Benefits
and (ii) the Supplemental Payments (to the extent not previously paid pursuant to Section 6(f)).


 


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


 


(j) 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 from the Board, all fiduciary
positions (including as trustee) and all other offices and positions the Executive holds with the Company, Holdings or any of their
affiliates; provided that if the Executive refuses to tender the Executive’s resignation after the Board has made
such request, then the Board will be empowered to remove the Executive from such offices and positions


 


(k) Notwithstanding anything contained
in this Agreement, the Company or Holdings shall not be considered to have breached this Agreement or to have terminated the Executive’s
employment with or without Cause, and no Good Reason event shall 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; provided,
that, if Holdings is not the publicly traded parent company of the combined enterprises, immediately following any such merger
or business combination, the Executive (i) shall have retained substantially similar duties and responsibilities with such new
publicly traded parent company (the “New Parent Company”) (including, for the avoidance of doubt, remaining
the Chief



    	 



    	



    
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Executive Officer of substantially the same business and operations
operated prior to such transaction by Holdings and the Company), (ii) shall report solely and exclusively to the full board of
directors of the New Parent Company (unless otherwise required by Section 2(c)), and (iii) shall serve on the board of directors
of the New Parent Company, and provided further that no circumstances shall have occurred at such time, which would separately
constitute a breach of the Agreement, termination of the Executive’s employment (other than for Cause) or a Good Reason event.
Further, upon the consummation of any such merger or business combination, New Parent Company shall assume the rights and obligations
of Holdings under this Agreement. The parties also acknowledge and agree that the assumption of Executive’s equity awards
by any New Parent Company and any related adjustments to such awards effected pursuant to the terms of the applicable incentive
plan and equity award agreements shall not be considered a breach of this Agreement.


 


7. Nondisclosure of Confidential Information.
(a) The Executive acknowledges that in the course of his employment he will occupy a position of trust and confidence. The Executive
shall not, except in connection with the performance of his functions or as required by applicable law, disclose to others or use,
directly or indirectly, any Confidential Information.


 


(b) “Confidential Information”
shall mean information about the Company’s and Holdings’ (and their affiliates’) business and operations that
is not disclosed by the Company or Holdings or their affiliates for financial reporting purposes and that was learned by the Executive
in the course of his employment by the Company or Holdings, including, without limitation, any business plans, product plans, strategy,
budget information, proprietary knowledge, patents, trade secrets, data, formulae, sketches, notebooks, blueprints, information
and client and customer lists and all papers and records (including but not limited to computer records) of the documents containing
such Confidential Information, other than information that is publicly disclosed by the Company or Holdings or their affiliates
in writing, or otherwise becomes publicly known other than as a result of the Executive’s breach of this Section 7. The Executive
acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company and Holdings,
and that such information gives the Company and Holdings a competitive advantage. The Executive agrees to deliver or return to
the Company, at the Company’s request at any time or upon termination or expiration of his employment or as soon as possible
thereafter, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and
all copies thereof) furnished by or on behalf of the Company or Holdings or prepared by the Executive in the course of his employment
by the Company or Holdings; provided that the Executive will be able to keep his cell phones, blackberries, personal computers,
personal rolodex and the like so long as any Confidential Information is removed from such items.


 


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


 


8. Covenant Not to Compete. During
the Executive’s employment with the Company and during the Restricted Period (as defined below), the Executive shall not,
directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in (whether for his
own account as an individual proprietor, or as a partner, associate, stockholder, officer, director, consultant, trustee or otherwise),
or otherwise assist, any person or



    	 



    	



    
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entity engaged (a) in any operations involving the transmission
or streaming of radio entertainment programming in competition with the Company, (b) in the business of manufacturing, marketing,
selling or distributing vehicles, or (c) in the business of telematics; provided that nothing in this Agreement shall prevent
the purchase or ownership by the Executive by way of investment of less than five (5) percent of the shares or equity interest
of any corporation or other entity. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted
Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business from any of the customers
of the Company or its affiliates as to any product or service described in clauses (a) or (c) above that competes with any product
or service provided or marketed by the Company or its affiliates at the end of the Term. The Executive agrees that during the Restricted
Period he will not, directly or indirectly, 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 three (3) years following the end of the Term. For purposes
of this Agreement, the term “radio” shall mean terrestrial radio, satellite radio, HD radio, internet radio and other
audio delivered terrestrially, by satellite, HD or the internet. The provisions of this Section 8 shall survive the termination
of the Executive’s employment and the Term.


 


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 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



    	 



    	



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



    	 



    	



    
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(e) If the Executive receives reduced payments and benefits
by reason of this Section 9 and it is established pursuant to a final determination of the court or 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. Consulting Agreement. (a) Upon
the expiration of this Agreement on April 30, 2018, and so long as the Executive’s employment and the Term have not been
terminated prior to the originally scheduled expiration of the Term on April 30, 2018, the Company shall offer the Executive a
consulting agreement which will expire on April 30, 2021, subject to the terms and conditions set forth in the Consulting Agreement
attached to this Agreement as Exhibit D (the “Consulting Agreement”). The Executive’s duties under the
Consulting Agreement shall not unreasonably interfere with any subsequent employment by the Executive, which employment shall,
in all cases, comply with the restrictions set forth in Sections 7 and 8.


 


(b) In the
event the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, or as a result
of the Executive’s death or Disability, or in the event that the Company fails to offer the Executive the Consulting
Agreement in accordance with Section 11(a), then, on the sixtieth (60th) day following the
Termination Date, the Company will pay to the Executive (or to the Executive’s estate in the case of death) a lump sum amount
of $6,600,000 as compensation for the lost Consulting Agreement; provided that, except in the event of the Executive’s
death, the Executive or his representative shall be required to execute a release in accordance with Section 6(g) as a condition
to the Company’s obligation to make such payment. For the avoidance of doubt, except in the case where the Company fails
to offer the Consulting Agreement to the Executive upon the expiration of this Agreement, no amounts shall be payable pursuant
to this Section 11(b) as a result of any termination of the Executive’s employment upon or following the expiration of the
Term.


 


 (c) In the event the Consulting Agreement is terminated
prior to the expiration of the Consulting Agreement as a result of the Executive’s death or Disability or by the Company
without Cause (as defined in this Agreement to the extent applicable) or by the Executive after a material breach of Consulting
Agreement by the Company, the Company shall continue to pay the Executive (or his estate in the case of death), without set-off,
counterclaim or other



    	 



    	



    
12


 


withholding, the monthly consulting fee through the originally
scheduled expiration date of the Consulting Agreement.


 


12. Indemnification. The Company
shall indemnify the Executive, both during and after the Term, to the full extent provided in the Company’s and Holdings’
respective certificates of incorporation and bylaws and the law of the State of Delaware in connection with his activities as an
officer or director of the Company and Holdings; provided that the indemnification required by this Section 12 shall not
be construed to be the exclusive indemnification available to the Executive.


 


13. Entire Agreement. The provisions
contained herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any
and all prior agreements, understandings and communications between the parties, oral or written, with respect to such subject
matter, including but not limited to the Prior Agreement, but excluding any equity award agreements between the Executive and the
Company or Holdings. For the avoidance of doubt, nothing herein is intended to supersede or waive obligations of the Executive
to comply with any assignment of invention provisions applicable to the Executive under the Code of Ethics or any assignment of
invention agreement(s) between the Company or Holdings and the Executive, or to supersede or waive the Executive’s right
to unpaid Base Salary and benefits unconditionally accrued prior to the date hereof under the Prior Agreement.


 


14. 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.


 


15. 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.


 


16. Assignment. The Executive may
not assign any of his rights or delegate any of his duties hereunder without the prior written consent of the Company. The Company
may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Executive,
except that any successor to the Company by merger or purchase of all or substantially all of the Company’s or Holdings’
assets shall assume this Agreement.


 


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


 


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



    	 



    	



    
13


 


	 	if to the Company:
	 	 
	 	Sirius XM Radio Inc.
	 	1221 Avenue of the Americas
	 	36th Floor
	 	New York, New York 10020
	 	Attention:  General Counsel
	 	Telecopier:  (212) 584-5353
	 	 
	 	if to the Executive:
	 	 
	 	Address on file at the offices
	 	of the Company




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


 


19. 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.


 


20. 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
or 11; nor shall the amount of any benefit or payment (except as expressly provided herein) provided for under Section 6 or 11
be reduced by any compensation earned by the Executive as the result of employment by another employer.


 


21. Arbitration. (a) The Executive
and the Company agree that if a dispute arises concerning or relating to the Executive’s employment with the Company or Holdings,
or the termination of the Executive’s employment, such dispute shall be submitted to binding arbitration under the rules
of the American Arbitration Association regarding resolution of employment disputes in effect at the time such dispute arises.
The arbitration shall take place in New York, New York, before a single experienced arbitrator licensed to practice law in New
York and selected in accordance with the American Arbitration Association rules and procedures. Except as provided below, the Executive
and the Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to or arising
from the Executive’s employment with the Company or Holdings or his termination, including 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 discretion to award monetary and other damages, and any other relief that the arbitrator deems appropriate and is allowed
by law. The arbitrator shall have the discretion to award the prevailing party reasonable costs and attorneys’ fees incurred
in bringing or defending an action, and shall award such costs and fees to the Executive in the event the Executive prevails on
the merits of any action brought hereunder.


 


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



    	 



    	



    
14


 


(c) The Company and the Executive agree
that the sole dispute that is excepted from Section 21(a) is an action seeking injunctive relief from a court of competent jurisdiction
regarding enforcement and application of Section 7, 8 or 10, which action may be brought in addition to, or in place of, an arbitration
proceeding in accordance with Section 21(a).


 


22. Compliance with Section 409A.
(a) To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with
Section 409A (it being understood that certain compensation arrangements under this Agreement are intended not to be subject to
Section 409A). This Agreement shall be construed, to the maximum extent permitted, in a manner to give effect to such intention.
Notwithstanding anything in this Agreement to the contrary, distributions upon termination of the Executive’s employment
that constitute Nonqualified Deferred Compensation may only be made upon a Separation from Service. Neither the Company nor any
of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest
or penalties, or liability for any damages related thereto. The Executive acknowledges that he has been advised to obtain independent
legal, tax or other counsel in connection with Section 409A.


 


(b) With respect to any amount of expenses
eligible for reimbursement under this Agreement, such expenses will be reimbursed by the Company within thirty (30) days following
the date on which the Company receives the applicable invoice from the Executive in accordance with the Company’s expense
reimbursement policies, but in no event later than the last day of the Executive’s taxable year following the taxable year
in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the
Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor
will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.


 


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


 


23. 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.


 


24. Executive’s Representation.
The Executive hereby represents and warrants to the Company that he is not now under any contractual or other obligation that is
inconsistent with or in conflict with this Agreement or that would prevent, limit, or impair the Executive’s performance
of his obligations under this Agreement.


 


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


 


26. 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 or any of its affiliates, which is subject



    	 



    	



    
15


 


to recovery under any law, government regulation or stock exchange
listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government
regulation or stock exchange listing requirement (or any policy adopted by the Company, Holdings or any of their affiliates pursuant
to, but solely to the extent required by, any such law, government regulation or stock exchange listing requirement).


 




    	 



    	



    
16


 


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


 


	 	SIRIUS XM RADIO INC.
	 	 
	 	By: 	/s/ 	 Patrick Donnelly
	 	 	 	Patrick L. Donnelly
	 	 	 	Executive Vice President, General Counsel
	 	 	 	and Secretary



 


	 	   /s/ 	James E. Meyer
	 	 	JAMES E. MEYER




    	 



    	



    

Exhibit A


 


THIS OPTION MAY NOT BE TRANSFERRED EXCEPT
BY WILL OR UNDER THE LAWS

OF DESCENT AND DISTRIBUTION.


 


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


 


STOCK OPTION AGREEMENT


 


This STOCK OPTION AGREEMENT (this “Agreement”),
dated August 11, 2015, is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”), and JAMES
E. MEYER (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 August 11, 2015, 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 ______________ shares of common stock, par value $0.001 per share, of the Company (the
“Shares”), at a price per Share of $______________ (the “Exercise Price”). 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 in full and become exercisable on April 30, 2018, if the Executive continues to be employed by Sirius XM
on such date.


 


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


 


2. Term. This Option shall terminate
on August 11, 2025 (the “Option Expiration Date”); provided that if:


    	A-1



    	



    

(a) the Executive’s employment
with Sirius XM is terminated due to the Executive’s death or Disability, by Sirius XM without Cause (excluding as a result
of the expiration of the Employment Agreement), or by the Executive for Good Reason, the Executive (or his beneficiary, in the
case of death) may exercise this Option in full until the first (1st) anniversary of such termination (at which time
this Option shall be cancelled), but not later than the Option Expiration Date;


 


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


 


(c) the Executive voluntarily terminates
his employment with Sirius XM without Good Reason (including as a result of the expiration of the Employment Agreement) or the
Executive’s employment with Sirius XM is terminated as a result of the expiration of the Employment Agreement, 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 Holdings
and Liberty Radio LLC, as amended) and/or any of their respective wholly-owned subsidiaries, on the other hand, shall not constitute
a Change of Control under the Plan.


 


5. Non-transferable. This Option
may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process.
Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Option or of any right or privilege conferred
hereby shall be null and void.


 


6. Withholding. Prior to delivery
of the Shares purchased upon exercise of this Option, the Company shall determine the amount of any United States federal, state
and local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of exercise of
this Option and delivery of certificates representing the Shares purchased upon exercise of this Option, collect from the Executive
the amount of any such tax to the extent not previously withheld. The Executive may satisfy his withholding obligations in the
manner contemplated by Section 16(e) of the Plan.


 


7. Rights of the Executive. Neither
this Option, the execution of this Agreement nor the exercise of any portion of this Option shall confer upon the Executive any
right to, or guarantee of, continued employment by Sirius XM, or in any way limit the right of Sirius XM to terminate employment
of the Executive at any time, subject to the terms of the



    	A-2



    	



    

 Employment Agreement or any other written employment or similar agreement
between or among Sirius XM, the Company and the Executive.


 


8. Professional Advice. The acceptance
and exercise of this Option may have consequences under federal and state tax and securities laws that may vary depending upon
the individual circumstances of the Executive. Accordingly, the Executive acknowledges that the Executive has been advised to
consult his personal legal and tax advisors in connection with this Agreement and this Option.


 


9. Agreement Subject to the Plan.
This Option and this Agreement are subject to the terms and conditions set forth in the Plan, which terms and conditions are incorporated
herein by reference. Capitalized terms used herein but not defined shall have the meaning set forth in the Plan. The Executive
acknowledges that a copy of the Plan is posted on the 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 21 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, 36th Floor, New York, New
York 10020, Attention: General Counsel; and Executive: Address on file at the office of the Company. Notices sent by email or
other electronic means not specifically authorized by this Agreement shall not be effective for any purpose of this
Agreement.


 


12. Binding Effect. This Agreement
has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.


 


13. Amendment. The rights of the
Executive hereunder may not be impaired by any amendment, alteration, suspension, discontinuance or termination of the Plan or
this Agreement without the Executive’s consent.



    	A-3



    	



    

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


 


	 	SIRIUS XM HOLDINGS INC.
	 	 
	 	By:	 
	 	 	Dara F. Altman
	 	 	Executive Vice President, and
	 	 	Chief Administrative Officer
	 	 	 
	 	 	 
	 	 	JAMES E. MEYER




    	A-4



    	



    

Exhibit B


 


THE RSUs HAVE NOT BEEN REGISTERED UNDER
STATE OR FEDERAL SECURITIES LAWS. THE RSUs MAY NOT BE TRANSFERRED EXCEPT


BY WILL OR UNDER THE LAWS OF DESCENT AND
DISTRIBUTION.


 


SIRIUS XM HOLDINGS INC.


2015 LONG-TERM STOCK INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


 


This RESTRICTED STOCK UNIT AGREEMENT (this
“Agreement”), dated August 11, 2015, is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”),
and JAMES E. MEYER (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 August 11, 2015, between Sirius XM Radio Inc. (“Sirius XM”) and the
Executive (the “Employment Agreement”), the Company hereby grants ________________ restricted share units (“RSUs”)
to the Executive. Each RSU represents the unfunded, unsecured right of the Executive to receive one share of common stock, par
value $.001 per share, of the Company (each, a “Share”) on the date specified in this Agreement. Capitalized
terms not otherwise defined herein shall have the same meanings as in the Plan.


 


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


 


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


 


4. Issuance of Shares subject to RSUs.
(a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on April 30, 2018, the Company shall issue,
or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing
an equal number of the RSUs granted to the Executive under this Agreement, if the Executive continues to be employed by Sirius
XM on April 30, 2018.


    	B-1



    	



    

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


 


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


 


6. Non-transferable. The RSUs may
not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will
or by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of RSUs or of any right or privilege conferred hereby shall
be null and void.


 


7. Withholding. Prior to delivery
of the Shares pursuant to this Agreement, the Company shall determine the amount of any United States federal, state and local
income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of delivery of certificates
representing the Shares pursuant to this Agreement, collect from the Executive the amount of any such tax to the extent not previously
withheld 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 in any way limit the right of Sirius XM to terminate the employment of the Executive at any time, subject to the terms of any
written employment or similar agreement between or among the Company, Sirius XM and the Executive.


 


9. Professional Advice. The acceptance
of the RSUs may have consequences under federal and state tax and securities laws that may vary depending upon the individual




    	B-2



    	



    

circumstances of the Executive. Accordingly, the Executive acknowledges that the Executive has been advised to consult his personal
legal and tax advisors in connection with this Agreement and the RSUs.


 


10. Agreement Subject to the Plan.
This Agreement and the RSUs are subject to the terms and conditions set forth in the Plan, which terms and conditions are incorporated
herein by reference. The Executive acknowledges that a copy of the Plan is posted on the 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 21 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
	 	 	36th Floor
	 	 	New York, New York 10020
	 	 	Attention:  General Counsel
	 	 	 
	 	Executive:	James E. Meyer
	 	 	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.


 


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


 


SIRIUS XM HOLDINGS INC. 


 


	By:	 	 	 	 
	 	Dara F. Altman	 	JAMES E. MEYER	 
	 	Executive Vice President, and	 	 	 
	 	Chief Administrative Officer	 	 	 




    	B-3



    	



    

Exhibit C


 


AGREEMENT AND RELEASE


 


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


 


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


 


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


 


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


 


2. The Company and the Executive agree that
the Executive shall be provided severance pay and other benefits, less all legally required and authorized deductions, in accordance
with the terms of Section 6(g) of the Employment Agreement between the Executive and the Company, dated as of August 11, 2015
(the “Employment Agreement”); provided that no such severance benefits shall be paid if the Executive
revokes this Agreement pursuant to Section 4 below. The Executive acknowledges and agrees that he is entering into this Agreement
in consideration of such severance benefits and the Company’s agreements set forth herein. All vacation pay earned and unused
as of the Termination Date will be paid to the Executive to the extent required by law. Except as set forth above, the Executive
will not be eligible for any other compensation or benefits following the Termination Date other than any vested accrued benefits
under the Company’s compensation and benefit plans, and other than the rights, if any, granted to the Executive under the
terms of any stock option, restricted stock, or other equity award agreements or plans.


 


3. The Executive, for himself, and for his
heirs, attorneys, agents, spouse and assigns, hereby waives, releases and forever discharges the Company and its 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 date hereof that arise out of his employment or other service with the Released Parties or the termination of such employment
or service, including, without limiting the generality of the foregoing, (a) any act, cause, matter or thing stated, claimed or
alleged, or which was or which could have been alleged in any manner against the Released Parties prior to the execution of this
Agreement and (b) all claims for any payment under the Employment Agreement; provided that nothing contained in this Agreement
shall affect the Executive’s rights (i) to indemnification from the 



    	C-1



    	



    

Company as provided in the Employment Agreement or otherwise;
(ii) to coverage under the Company’s insurance policies covering officers and directors; (iii) to other benefits which by
their express terms extend beyond the Executive’s separation from employment (including the Executive’s rights under
Section 6(f) of the Employment Agreement); and (iv) under this Agreement, and (c) all claims for discrimination, harassment and/or
retaliation, under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the New York
State Human Rights Law, as amended, as well as any and all claims arising out of any alleged contract of employment, whether written,
oral, express or implied, or any other federal, state or local civil or human rights or labor law, ordinances, rules, regulations,
guidelines, statutes, common law, contract or tort law, arising out of or relating to the Executive’s employment with and/or
separation from the Company, including but not limited to the termination of his employment on the Termination Date, and/or any
events occurring prior to the execution of this Agreement.


 


4. The Executive specifically waives all
rights or claims that he has or may have under the Age Discrimination In Employment Act of 1967, 29 U.S.C. §§ 621-634,
as amended (“ADEA”), including, without limitation, those arising out of or relating to the Executive’s
employment with and/or separation from the Company, the termination of his employment on the Termination Date, and/or any events
occurring prior to the execution of this Agreement. In accordance with the ADEA, the Company specifically hereby advises the Executive
that: (1) he may and should consult an attorney before signing this Agreement, (2) he has [twenty-one (21) / forty-five (45)]1
days to consider this Agreement, and (3) he has seven (7) days after signing this Agreement to revoke this Agreement.


 


5. Notwithstanding the above, nothing in
this Agreement prevents or precludes the Executive from (a) challenging or seeking a determination of the validity of this Agreement
under the ADEA; or (b) filing an administrative charge of discrimination under any applicable statute or participating in any
investigation or proceeding conducted by a governmental agency.


 


6. This release does not affect or impair
the Executive’s rights with respect to workman’s compensation or similar claims under applicable law or any claims
under medical, dental, disability, life or other insurance arising prior to the date hereof.


 


7. The Executive warrants that he has not
made any assignment, transfer, conveyance or alienation of any potential claim, cause of action, or any right of any kind whatsoever,
including but not limited to, potential claims and remedies for discrimination, harassment, retaliation, or wrongful termination,
and that no other person or entity of any kind has had, or now has, any financial or other interest in any of the demands, obligations,
causes of action, debts, liabilities, rights, contracts, damages, costs, expenses, losses or claims which could have been asserted
by the Executive against the Company or any other Released Party.


 


8. The Executive shall not make any disparaging
remarks about any of Sirius XM Holdings Inc. (“Holdings”), the Company, Liberty Media Corporation or any of their


 


 





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




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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 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 his agents or family members.


 


9. The parties expressly agree that this
Agreement shall not be construed as an admission by any of the parties of any violation, liability or wrongdoing, and shall not
be admissible in any proceeding as evidence of or an admission by any party of any violation or wrongdoing. The Company expressly
denies any violation of any federal, state, or local statute, ordinance, rule, regulation, order, common law or other law in connection
with the employment and termination of employment of the Executive.


 


10. In the event of a dispute concerning
the enforcement of this Agreement, the finder of fact shall have the discretion to award the prevailing party reasonable costs
and attorneys’ fees incurred in bringing or defending an action, and shall award such costs and fees to the Executive in
the event the Executive prevails on the merits of any action brought hereunder. All other requests for relief or damages awards
shall be governed by Sections 21(a) and 21(b) of the Employment Agreement.


 


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


 


12. This Agreement in all respects shall be interpreted, enforced
and governed under the laws of the State of New York and any applicable federal laws relating to the subject matter of this Agreement.
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not
strictly for or against any of the parties. This Agreement shall be construed as if jointly prepared by the Executive and the
Company. Any uncertainty or ambiguity shall not be interpreted against any one party.


 


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


 


14. The Executive and the Company represent
that they have been afforded a reasonable period of time within which to consider the terms of this Agreement (including but not
limited to the foregoing release), that they have read this Agreement, and they are fully aware of its legal effects. The Executive
and the Company further represent and warrant that they enter



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 into this Agreement knowingly and voluntarily, without any mistake,
duress, coercion or undue influence, and that they have been provided the opportunity to review this Agreement with counsel of
their own choosing. In making this Agreement, each party relies upon his or its own judgment, belief and knowledge, and has not
been influenced in any way by any representations or statements not set forth herein regarding the contents hereof by the entities
who are hereby released, or by anyone representing them.


 


15. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties. The parties further agree that delivery of an executed counterpart
by facsimile shall be as effective as delivery of an originally executed counterpart. This Agreement shall be of no force or effect
until executed by all the signatories.


 


16. The Executive warrants that he will
return to the Company all software, computers, computer-related equipment, keys and all materials (including, without limitation,
copies) obtained or created by the Executive in the course of his employment with the Company on or before the Termination Date;
provided that the Executive will be able to keep (a) his cell phones, blackberries, personal computers, personal rolodex
and the like so long as any confidential information is removed from such items and (b) any documents and materials he reasonably
determines will be necessary to perform his obligations under the Consulting Agreement by and between the Executive and the Company
effective as of April 30, 2018.


 


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


 


18. Any disputes arising from or relating
to this Agreement shall be subject to arbitration pursuant to Section 21 of the Employment Agreement.


 


19. Should any provision of this Agreement
be declared or be determined by a forum with competent jurisdiction to be illegal or invalid, the validity of the remaining parts,
terms or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed not to
be a part of this Agreement.



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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:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated:	 	 	 	 
		 	 	James E. Meyer




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Exhibit D


 


CONSULTING
AGREEMENT


 


This Consulting Agreement (this “Agreement”)
by and between James E. Meyer (“Consultant”) and Sirius XM Radio Inc. (the “Company”) (collectively
referred to as the “Parties”), is effective as of April 30, 2018 (the “Effective Date”).


 


RECITALS


 


WHEREAS, prior to the Effective Date, Consultant
was employed by the Company as its Chief Executive Officer pursuant to the Employment Agreement between the Parties, dated as
of August 11, 2015 (the “Employment Agreement”); and


 


WHEREAS, the Company wishes to retain Consultant
to perform consulting services and fulfill certain related duties and obligations under the terms and conditions of this Agreement;


 


NOW THEREFORE, for and in consideration
of the mutual promises and covenants set forth herein, the Parties hereby agree as follows:


 


1. Consulting Services. (a) During
the term of this Agreement, Consultant will render consulting services related to his specialized areas of knowledge, experience
and expertise (including, but not limited to, assisting with the transition of the executive officers of the Company and Sirius
XM Holdings Inc. (“Holdings”), meeting with Company clients and customers, and such other services as may be
reasonably requested by the Chairman of the Board of Directors of Holdings or the Chief Executive Officer of the Company or Holdings
from time to time). Consultant will have no authority to bind the Company, Holdings or any of their subsidiaries or affiliates,
nor to act on their behalf, nor to make decisions for the Company, Holdings or any of their subsidiaries or affiliates. The Company,
being ultimately interested only in the results of Consultant’s performance of the services set forth in this Agreement,
will give only broad direction to Consultant. Consultant will determine the method, details and means of performing the services
contemplated by this Agreement. Notwithstanding the foregoing, the level of bona fide services Consultant performs for the Company
hereunder will not exceed 20% of the average level of bona fide services Consultant performed during the 36-month period preceding
the Effective Date.


 


(b) This Agreement will commence on the
Effective Date and will continue until, and will end upon, the three (3)-year anniversary of the Effective Date.


 


(c) In consideration of Consultant’s
agreement to perform and his performance of the consulting services, during the term of this Agreement, the Company will pay Consultant
$2,200,000 per year, payable in accordance with the Company’s regular payroll practices (but in no event less frequently
than monthly). During the term of this Agreement, Consultant will be eligible to participate in the Company’s medical, dental
and life insurance plans, subject to the terms and conditions of such plans; provided that, in the event the Company determines
that Consultant may not participate in the Company’s applicable medical and dental plan(s), (i) the



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Company will pay to Consultant a lump sum cash amount, on
the sixtieth (60th) day following such determination, equal to the costs of continuation of medical and dental insurance
coverage for Consultant under the Company’s medical and dental insurance plan(s) in effect on the date of such
determination from the date of such determination through the eighteen (18)-month anniversary of the Effective Date (less any
amounts payable by the Company under the Employment Agreement in respect of medical and/or dental insurance coverage during
any portion of such period) and (ii) thereafter Consultant will have the option to continue such benefits pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent permitted by law and the
terms and conditions of the applicable plan(s), through the three (3)-year anniversary of the Effective Date, at the
Company’s expense. In the event that, during the three (3)-year period following the Effective Date, Consultant is not
eligible to participate in the Company’s medical, dental or life insurance plan(s), and also not eligible for such
coverage under COBRA, the Company will pay Consultant a monthly amount equal to the actual monthly costs to Consultant to
obtain medical, dental and/or life insurance benefits substantially similar to those benefits that would have been provided
to Consultant under the Company’s plans through the third (3rd) anniversary of the Effective Date (less any
amounts payable by the Company under the Employment Agreement in respect of medical, dental and/or life insurance coverage
during any portion of such period); provided that (1) the amount of such monthly payments will not exceed twice the
amount that the Company would have paid to provide such benefit to Consultant if he were an active employee on the Effective
Date, (2) such payments will cease if Consultant obtains such benefit from another employer following the eighteen (18)-month
anniversary of the Effective Date, and (3) any such payments will be reduced by the amount of any lump sum payment made in
accordance with this Section 1(c).


 


(d) Upon reasonable documentation of expenses
from Consultant, the Company will reimburse Consultant in accordance with the Company’s expense reimbursement policies for
all reasonable business expenses incurred by Consultant in the performance of Consultant’s services under this Agreement.
Notwithstanding the foregoing, any expense in excess of $10,000 to be incurred by Consultant in connection with this Agreement
will require the prior written approval of the Company.


 


(e) Consultant hereby assigns exclusively
to the Company the ownership of all work product prepared or provided by Consultant to the Company or otherwise generated as a
result of Consultant’s provision of consulting services hereunder, along with all intellectual property rights (including,
without limitation, all copyrights) related thereto.


 


(f) The Company acknowledges that Consultant’s
services hereunder will be provided by Consultant on a nonexclusive basis, and that Consultant may engage in any other business
activities as long as such activities (i) do not interfere with or harm the operations of the Company, Holdings or any of their
subsidiaries or affiliates; (ii) do not materially interfere with Consultant’s obligations to the Company under this Agreement;
and (iii) are consistent with the Consultant’s continuing obligations to the Company and Holdings which, under the Employment
Agreement, survive his termination of employment.


 


2. Prior Agreement Restrictive Covenants.
Consultant warrants and represents that he has complied, and by this Agreement agrees that he will continue to comply, with all
applicable terms of the Employment Agreement. The Parties agree and acknowledge that this 



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Agreement supplements the Employment
Agreement to the extent set forth herein and that in all other respects the applicable terms of the Employment Agreement remain
in full force and effect. Consultant acknowledges and agrees that the restrictive covenant provisions set forth in the Employment
Agreement remain in full force and effect to the fullest extent provided therein.


 


3. Independent Contractor.
Consultant warrants that, during the term of this Agreement, Consultant will at all times be and remain an independent
contractor, and Consultant will not be considered the agent, partner, principal, employee or servant of the Company, Holdings
or any of their subsidiaries or affiliates. Consultant will be free to exercise Consultant’s own judgment as to the
manner and method of providing the consulting services to the Company, subject to applicable laws and requirements reasonably
imposed by the Company. Consultant acknowledges and agrees that, during the term of this Agreement, Consultant will not be
treated as an employee of the Company, Holdings or any of their subsidiaries or affiliates for purposes of federal, state,
local or foreign income or other tax withholding, nor unless otherwise specifically provided by law, for purposes of the
Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act or any workers’
compensation law of any state or country (or subdivision thereof), or for purposes of benefits provided to employees of the
Company, Holdings or any of their subsidiaries or affiliates under any employee benefit plan, program, policy or arrangement
(including, without limitation, vacation, holiday and sick leave benefits). Consultant acknowledges and agrees that as an
independent contractor, Consultant will be required, during the term of this Agreement, to pay any applicable taxes on the
fees paid to Consultant, and to provide his workers’ compensation insurance and any other coverage required by law.
Consultant will at all times indemnify, hold harmless and defend the Company for all liabilities, losses, damages, costs
(including legal costs and other professional fees on an indemnity basis) and expenses of whatsoever nature incurred or
suffered by the Company, Holdings or any of their subsidiaries or affiliates arising from: (a) any income taxes or other
taxes due on amounts paid to or on behalf of Consultant by the Company, or any other required remittances to any governmental
entities, agencies or programs (including, without limitation, any interest, penalties or gross-ups thereon) arising in
respect of Consultant for which the Company, Holdings or any of their subsidiaries or affiliates is called upon to account to
the relevant taxing authority; and (b) any liability for any employment-related claim or any claim based on worker status
brought by Consultant against the Company, Holdings or any of their subsidiaries or affiliates arising out of or in
connection with Consultant’s provision of services pursuant to this Agreement. Consultant hereby acknowledges that
Consultant will have no recourse against the Company or Holdings (or any of their directors, officers, personnel,
representatives, agents, successors, subsidiaries or affiliates) for any such liability, loss, damage, cost or expense.


 


4. Indemnification. The Company will
indemnify Consultant during the term of this Agreement and thereafter to the full extent permitted by law as if he were an officer
of the Company for all claims related to or arising out of his serving as a consultant of the Company hereunder; provided
that in no event will Consultant be indemnified pursuant to this Section 4 in connection with any claims, causes of action, demands,
fees or liabilities of any kind whatsoever, arising out of or relating to (a) the enforcement of the Company’s rights hereunder
or with respect to the Employment Agreement or any agreements identified in the Employment Agreement or (b) Consultant’s
illegal conduct, fraud (including, without limitation, undiscovered financial fraud), embezzlement or other willful misconduct.



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5. Early Termination of Agreement.
In the event this Agreement is terminated prior to its expiration due to Consultant’s death or disability or by the Company
without Cause (as defined in the Employment Agreement to the extent applicable) or by Consultant after a material breach of this
Agreement by the Company, the Company will continue to pay Consultant (or his beneficiary, in the case of death), without set-off,
counterclaim or other withholding, the consulting fee through the originally scheduled expiration date of this Agreement.


 


6. Survival. Sections 2, 3 and 4
will survive and continue in full force in accordance with the terms thereof, notwithstanding any termination of this Agreement.


 


7. Severability. The Parties agree
that if any provision of this Agreement is declared or determined by any court of competent jurisdiction to be illegal, invalid
or unenforceable, the legality, validity and enforceability of the remaining parts, terms or provisions will not be affected thereby,
and said illegal, unenforceable or invalid part, term or provision will be deemed not to be part of this Agreement.


 


8. Entire Agreement; Amendment. Except
as otherwise set forth herein, this Agreement represents the entire agreement and understanding between Consultant and the Company
concerning the specific subject matter of this Agreement and supersedes and replaces any and all prior agreements and understandings
between Consultant and the Company concerning the specific subject matter of this Agreement. Any modification or amendment of
this Agreement, or additional obligation assumed in connection with this Agreement, will be effective only if placed in writing
and signed by both Parties or by authorized representatives of each of the Parties.


 


9. Captions; Drafter Protection.
This Agreement’s headings and captions are provided for reference and convenience only, and will not be employed in the
construction of this Agreement. It is agreed and understood that the general rule pertaining to construction of contracts, that
ambiguities are to be construed against the drafter, will not apply to this Agreement.


 


10. Counterparts. This Agreement
may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an
effective, binding agreement on the part of each of the undersigned.


 


11. Binding Effect; Assignment. Neither
this Agreement, nor any rights or benefits hereunder, may be assigned, delegated, transferred, pledged or hypothecated without
the prior written consent of the Parties, except that the Company may assign this Agreement to any assignee of or successor to
substantially all of the business or assets of the Company or Holdings or any direct or indirect subsidiary of either of them
without prior written consent of Consultant.


 


12. No Reliance. Consultant acknowledges
and agrees that he has not relied upon any advice whatsoever from the Company as to any provision of this Agreement, including,
but not limited to, the taxability, whether pursuant to federal, state, local or foreign income tax statutes or regulations, or
otherwise, of the payments made, action taken, or consideration transferred
hereunder and that Consultant will be solely liable for all tax obligations arising therefrom.



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13. Governing Law. This Agreement
will be governed by and construed and enforced according to the laws of the State of New York. The Parties agree that the state
and federal courts located in the State of New York will have exclusive jurisdiction in any action, suit or proceeding based on
or arising out of this Agreement and the Parties hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to
service of process in connection with any action, suit or proceeding; (c) agree that venue is proper and convenient in such forum;
and (d) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction,
subject matter jurisdiction, venue, or service of process.


 


14. No Waiver. The failure of any
party to insist upon the performance of any of the terms and conditions in this Agreement, or the failure to prosecute any breach
of any of the terms and conditions of this Agreement, will not be construed thereafter as a waiver of any such terms or conditions.
This entire Agreement will remain in full force and effect as if no such forbearance or failure of performance had occurred.


 


15. Warranties. Consultant warrants
that he will not deliver or disclose to the Company information which infringes any property right of any third party relating
to proprietary or trade secret information or copyrights. Consultant warrants that he is not a party to any other existing agreement
which would prevent him from entering into this Agreement or which would adversely affect this Agreement, and agrees that he will
not, during the term of this Agreement, enter into any such agreement.


 


16. Confidentiality. Unless otherwise
required by law or regulation, or as necessary to perform his services for the Company hereunder, Consultant agrees to maintain
absolute confidentiality of the services performed by Consultant hereunder and the information, reports and other work product
produced by, or made available to, Consultant in connection with this Agreement or his services hereunder.


 


17. Voluntary Execution. Consultant
acknowledges that he is executing this Agreement voluntarily and of his own free will. Consultant further acknowledges that he
has read, fully understands and intends to be bound by the terms of this Agreement, and has had an opportunity to carefully review
it with his attorney prior to executing it or warrants that he has chosen not to have his attorney review this Agreement.



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IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the Effective Date.


 


	 	SIRIUS XM RADIO INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


	 	 	 
	 	 	JAMES E. MEYER
	 	 	 




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