Form of Non-qualified Stock Option Agreement



 Exhibit 10.2 
 Option No.:              
 XM
SATELLITE RADIO HOLDINGS INC. 
 2007 STOCK INCENTIVE PLAN 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 XM Satellite Radio Holdings Inc., a Delaware corporation
(the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the
attachment (collectively, the “Agreement”) and in the Company’s 2007 Stock Incentive Plan (the “Plan”). 
 Grant Date:
                    , 200   
 Name of Optionee:
                                        
                                        

 Optionee’s Employee Identification Number:
            -            -            

 Number of Shares Covered by Option:              
 Option Price per Share:
$                .         (At least 100% of Fair Market Value) 
 Vesting Start Date:                     ,
         
 By signing this cover sheet, you agree to all of the terms and conditions
described in this Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be
inconsistent with the Plan. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. 
  

					
	 Optionee:
	 	  

		 		  	(Signature)
		
	 Company:
	 	  

		 		  	(Signature)
			
		 	 Title:
	  	  


 This is not a stock certificate or a negotiable instrument. 







 XM SATELLITE RADIO HOLDINGS INC. 
 2007 STOCK INCENTIVE PLAN 
 NON-QUALIFIED STOCK OPTION AGREEMENT

  

			
	Non-Qualified Stock Option	  	This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
		
	Vesting	  	 This option is only exercisable before it expires and then only with respect to the vested portion of the option. Subject to the preceding sentence,
you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under the option, by following the procedures
set forth in the Plan and below in this Agreement.
  
 Your right to purchase shares of
Stock under this option vests as to one-third (1/3rd) of the total number of shares covered by this option, as shown on the cover sheet, on each of the first three one-year anniversaries of the Vesting Start Date, provided you then continue in
Service. The resulting aggregate number of vested shares will be rounded down to the nearest whole number, and you cannot vest in more than the number of shares covered by this option.
  
 No additional shares of Stock will vest after your Service has terminated for any reason;
notwithstanding the foregoing, your option shall become 100% vested upon your termination of Service if your Service terminates as a result of your death or Disability.

		
	Term	  	Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. Your option will
expire earlier if your Service terminates, as described below.
		
	Terminations	  	If your Service terminates, your option will be exercisable for the following periods after such termination: three (3) months in the case of voluntary termination, six (6) months following an
involuntary termination, or twelve (12) months in the case of death, Disability, retirement or voluntary or involuntary termination after a Corporate Transaction.
		
	Leaves of Absence	  	For purposes of this option, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing, if the terms of the leave
provide for continued Service crediting, or when continued Service crediting is









			
		  	 required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to
return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.
  
 The Company determines, in its sole discretion, which leaves count for this purpose, and when your
Service terminates for all purposes under the Plan.

		
	Notice of Exercise	  	 When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on
the form. Your notice must specify how many shares you wish to purchase (in a parcel of at least 100 shares generally). Your notice must also specify how your shares of Stock should be registered (e.g. in your name only or in your and your
spouse’s names as joint tenants with right of survivorship). The notice will be effective when it is received by the Company.
  
 If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do
so.

		
	Form of Payment	  	 When you submit your notice of exercise, you must include payment of the option price for the shares you are purchasing. Payment may be made in one
(or a combination) of the following forms:
  
 • Cash, your personal check, a
cashier’s check, a money order or another cash equivalent acceptable to the Company.
  
 • Shares of Stock which have already been owned by you and which are surrendered to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option price.
  
 • By delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed
securities broker acceptable to the Company to sell Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate option price and any withholding taxes.

		
	Withholding Taxes	  	You will not be allowed to exercise this option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the option exercise or sale of Stock
acquired under this option. In the event that the Company determines that any federal, state, local or foreign tax or

  

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		  	withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts
from other payments due to you from the Company or any Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part,
by causing the Company to withhold shares of Stock otherwise issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the
withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.
		
	Corporate Transaction	  	 Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this option will become 100% vested (i) if it
is not assumed, or equivalent options are not substituted for the options, by the Company or its successor, or (ii) if assumed or substituted for, upon your Involuntary Termination within the 12-month period following the consummation of the
Corporate Transaction. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the option will expire one year after the date of termination of Service.
  
 “Involuntary Termination” means termination of your Service by reason of (i) your
involuntary dismissal by the Company or its successor for reasons other than Cause; or (ii) your voluntary resignation for Good Reason as defined in any applicable employment or severance agreement, plan, or arrangement between you and the Company,
or if none, then as set forth in the Plan following (x) a substantial adverse alteration in your title or responsibilities from those in effect immediately prior to the Corporate Transaction; (y) a reduction in your annual base salary as of
immediately prior to the Corporate Transaction (or as the same may be increased from time to time) or a material reduction in your annual target bonus opportunity as of immediately prior to the Corporate Transaction; or (z) the relocation of your
principal place of employment to a location more than 35 miles from your principal place of employment as of the Corporate Transaction or the Company’s requiring you to be based anywhere other than such principal place of employment (or
permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations as of immediately prior to the Corporate Transaction.

		
	Transfer of Option	  	During your lifetime, only you (or, in the event of your legal

  

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		  	 incapacity or incompetency, your guardian or legal representative) may exercise the option. You cannot transfer or assign this option. For
instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or it may be transferred upon your
death by the laws of descent and distribution.
  
 Regardless of any marital property
settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse, nor is the Company obligated to recognize your spouse’s interest in your option in any other way.

		
	Retention Rights	  	Neither your option nor this Agreement give you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent, Subsidiaries
or Affiliates) reserve the right to terminate your Service at any time and for any reason.
		
	Shareholder Rights	  	You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for your option’s shares has been issued (or an appropriate book entry has been made). No
adjustments are made for dividends if the applicable record date occurs before your stock certificate is issued (or an appropriate book entry has been made), except as described in the Plan.
		
	Forfeiture of Rights	  	 If during your term of Service you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of
your rights, including, but not limited to, the right to cause: (i) a forfeiture of any outstanding option, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company and ending
twelve (12) months following such termination of Service (A) a forfeiture of any gain recognized by you upon the exercise of an option or (B) a forfeiture of any Stock acquired by you upon the exercise of an option (but the Company will pay you the
option price without interest).
  
 Unless otherwise specified in an employment or other
agreement between the Company and you, you take actions in competition with the Company if you directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor,
director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other entity which competes with any business in which the Company or any of its Affiliates is engaged
during your


  

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		  	employment or other relationship with the Company or its Affiliates or at the time of your termination of Service. Under the prior sentence, ownership of less than 1% of the securities of a
public company shall not be treated as an action in competition with the Company.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares covered by this option and the option price per share shall be adjusted (and rounded down
to the nearest whole number) pursuant to the Plan. Your option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the
Plan.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or
interpretation of this Agreement to the substantive law of another jurisdiction.
		
	The Plan	  	 The text of the Plan is incorporated in this Agreement by reference.
  

This Agreement and the Plan constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations
concerning this option are superseded.

		
	Data Privacy	  	 In order to administer the Plan, the Company may process personal data about you. Such data includes but is not limited to the information provided
in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed
appropriate by the Company to facilitate the administration of the Plan.
  
 By accepting
this option, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect
to non-U.S. resident Optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

		
	Consent to Electronic Delivery	  	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this option grant you agree that the Company may deliver the Plan prospectus
and the Company’s annual report to you in an electronic format. If

  

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		  	at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact
[                     ] at [                    
] to request paper copies of these documents.

 By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan. 
  

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