Exhibit 10.1


FIRST AMENDMENT


	
  

 	
  

 
	
  

 	
           FIRST
 AMENDMENT, dated as of February 14, 2011 (this “First Amendment”), to
 the Employment Agreement, dated as of October 14, 2009 (the “Agreement”),
 between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”),
 and JAMES E. MEYER (the “Executive”).

 


WITNESSETH:


          WHEREAS,
the Company and the Executive jointly desire to amend certain provisions of the
Agreement in the manner provided for in this First Amendment;


          NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the premises contained herein, the
Company and the Executive hereby agree as follows:


          1.
Amendment of Section 4 (Compensation) of the Agreement. Section
4(a) of the Agreement is hereby amended by substituting “June 1, 2012” in lieu
of “May 1, 2012”.


          2.
Amendment of Section 6 (Termination) of the Agreement. Section 6(d)(ii)
of the Agreement is hereby amended by deleting such Section in its entirety and
replacing such section with the following:


	
  

 	
  

 
	
  

 	
           “(ii)
 The Executive may elect to resign from his employment with the Company during
 the Term for other than Good Reason, due to Scheduled Retirement. For
 purposes hereof, “Scheduled Retirement” means the voluntary retirement
 from employment hereunder of the Executive during the period from May 1, 2012
 through May 31, 2012; provided that the Executive provides the Company
 with a prior written notice of his resignation on April 1, 2012 under this
 Section 6(d)(ii); and provided, further, that the Executive’s
 employment is not terminated for Cause prior to May 31, 2012 (such notice by
 the Executive, a “Retirement Notice”). In the event of such Scheduled
 Retirement, the Executive shall be entitled to the severance payments and
 benefits set forth in Section 6(g) (subject to his execution and
 non-revocation of the release described in Section 6(g)), but such Scheduled
 Retirement shall be treated as a voluntary resignation for all other purposes
 hereunder. The Executive’s employment and the Term shall terminate on the
 effective date of such Scheduled Retirement set forth in the Retirement
 Notice; provided that the Company may, at its sole discretion,
 instruct the Executive to perform no job responsibilities and cease his
 active employment immediately upon receipt of the notice from the Executive.”

 



          3.
Amendment of Section 11 (Consulting Agreement) of the Agreement. The
Agreement is hereby amended by deleting Section 11 thereof in its entirety.





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          4.
Stock Option Agreement. In order to effectuate the intent of this First
Amendment, the Executive and the Company have agreed to amend and restate the
Stock Option Agreement, dated October 14, 2009 between the Company and the
Executive. A copy of such amended and restated Stock Option Agreement is
attached to this First Amendment as Exhibit A.


          5.
No Other Amendments. Except as expressly amended, modified and
supplemented by this First Amendment, the provisions of the Agreement are and
shall remain in full force and effect.


          6.
Governing Law. This First Amendment shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York. 


          7.
Counterparts. This First Amendment 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.


          8.
Entire Agreement. This First Amendment represents the entire agreement
of the Company and the Executive with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the
parties hereto relative to the subject matter hereof not expressly set forth or
referred to herein.





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          IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SIRIUS XM
 RADIO INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Mel
 Karmazin

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Mel Karmazin

 	
  

 
	
  

 	
  

 	
 Chief Executive Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 /s/ James E. Meyer

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 James E. Meyer

 	
  

 










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Exhibit A


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

OF DESCENT AND DISTRIBUTION.


SIRIUS XM RADIO 2009 LONG-TERM STOCK
INCENTIVE PLAN


AMENDED AND RESTATED STOCK OPTION AGREEMENT


          THIS
AMENDED AND RESTATED STOCK OPTION AGREEMENT (this “Agreement”), dated
February 14, 2011, between SIRIUS XM RADIO INC., a Delaware corporation (the “Company”),
and JAMES E. MEYER (the “Executive”). This Agreement amends and restates
the Stock Option Agreement dated October 14, 2009 between the Company and the
Executive (the “Original Agreement”).


          1. Grant
of Option; Vesting. (a) Subject to the terms and conditions of this
Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”),
and the Employment Agreement, dated as of October 14, 2009, between the Company
and the Executive (as amended by the First Amendment, dated as of February 14,
2011, the “Employment Agreement”), the Company has granted to the
Executive the right and option (this “Option”) to purchase twenty five
million one hundred eighty four thousand nine hundred and eighty four
(25,184,984) shares (the “Shares”) of common stock, par value $0.001 per share,
of the Company at a price per share of $0.5752 (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 (the “Code”).
In the case of any stock split, stock dividend or like change in the Shares
occurring after the date hereof, the number of Shares and the Exercise Price
shall be adjusted as set forth in Section 4(b) of the Plan.


          (b)
Subject to the terms of this Agreement, this Option shall vest and become
exercisable in four equal installments on each of October 14, 2010, October 14,
2011, October 14, 2012 and October 14, 2013.


          (c)
If the Executive’s employment with the Company terminates for any reason,
including as a result of a Scheduled Retirement (as defined in the Employment
Agreement) this Option, to the extent not then vested, shall immediately
terminate without consideration; provided that if the Executive’s
employment is terminated (i) due to death or Disability (as defined in the
Employment Agreement) the portion of this Option that would have otherwise
become vested within 12 months following the date of such termination of
employment due to death or Disability shall immediately become vested and
exercisable; and (ii) by the Company 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 this Option, to the extent not
previously cancelled or forfeited, shall immediately become vested and
exercisable. 


          2.
Term. This Option shall terminate on October 14, 2019 (the “Option
Expiration Date”); provided that if:





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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (c)
 the Executive voluntarily terminates his employment with the Company without
 Good Reason, the Executive may exercise the vested portion of this Option
 until ninety days following the date of such termination (at which time the
 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. 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 the Option or of any right or privilege
conferred hereby shall be null and void.


          5. 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 tax, if any, which is 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 14(d) of the Plan.


          6. 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 the Company, or in any way
limit the right of the Company to terminate employment of the Executive at any
time, subject to the terms of the Employment Agreement or any other written
employment or similar agreement between the Company and the Executive.


          7. 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 advisor in connection with this Agreement and this Option.


          8. Agreement
Subject to the Plan. The 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 





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Plan.
A copy of the Plan previously has been delivered to the Executive. This
Agreement, the Employment Agreement and the Plan constitute the entire understanding
between the Company and the Executive with respect to this Option.


          9. Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York without regard to its conflict of laws
principles, and shall bind and inure to the benefit of the heirs, executors,
personal representatives, successors and assigns of the parties hereto.


          10. 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 business days after being sent by
certified mail, postage prepaid, return receipt requested or one 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 Radio 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.


          11. 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.


          12. 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.





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


	
  

 	
  

 	
  

 
	
  

 	
 SIRIUS XM
 RADIO INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
           John H. Schultz

 
	
  

 	
  

 	
           Senior Vice President, Human Resources

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
           James E.
 Meyer