Common use of Duties and Reporting Relationship Clause in Contracts

Duties and Reporting Relationship. (a) The Executive shall continue his employment 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 Tivo Corporation, (iii) service as a director of Pandora Media, Inc. (“Pandora”), (iv) service as a director of Charter Communications Inc., or (v) service on other boards of directors with the express written consent of the Board. (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.

Duties and Reporting Relationship. (a) The Executive shall continue his employment 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 Tivo Corporation, (iii) service as a director of Pandora Media, Inc. (“Pandora”), (iv) service as a director of Charter Communications Inc., or (viv) service on other boards of directors with the express written consent of the Board. (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.. 4836-3959-1590.541958.00000

Duties and Reporting Relationship. (a) The Executive shall continue his employment 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 Tivo Rovi Corporation, (iii) service as a director of Pandora Media, Inc. (“Pandora”), (iv) service as a director of Charter Communications Inc., or (viii) 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.

Duties and Reporting Relationship. (a) The Executive shall continue his employment 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 Tivo Corporation, (iii) service as a director of Pandora Media, Inc. (“Pandora”), or (iv) service as a director of Charter Communications Inc., or (v) 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.

Duties and Reporting Relationship. (a) The Executive shall continue his employment be employed as the Executive Vice President and Chief Executive Officer Operating Officer, of both the Company and Sirius XM Holdings Inc. (“Holdings”). In such capacity, the Executive shall oversee the Product and Technology function as well as aspects of the commercial activities of the Company, which the Company defines as responsibility for the automotive and streaming distribution and partnership arrangements, certain consumer marketing activities, and shall have the rights, powers, authorities and duties commensurate with the position corporate strategy as of the Chief Executive Officer. The Executive shall also continue as a member of the Board of Directors of Holdings (the “Board”)Effective Date. 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 the Executive’s skills and render services to the best of his the Executive’s ability, and devote all of his working time and efforts, in supervising the business and affairs of the Company and Holdings. In addition, the The Executive shall perform such other activities and duties consistent with his the Executive’s position as that the Board Chief Executive Officer of the Company and Holdings (the “CEO”) shall from time to time reasonably specify and direct. During the Term, the Executive shall not perform any consulting services for, or engage in any other business enterprises with, any third parties without the express written consent of the BoardCEO, other than (i) passive investmentscharitable, civic and other non-business activities that do not interfere with the Executive’s duties to the Company and/or Holdings; (ii) service as a director and chairman of the board of directors of Tivo Corporation, passive investments; (iii) service serving as a director of Pandora Media, Inc. (“Pandora”), an advisor to an organization approved by the CEO; provided that such advisory role does not interfere or conflict with the Executive’s obligations to the Company and/or Holdings under this Agreement; and (iv) service as on a director of Charter Communications Inc., or (v) service on other boards board of directors with for one public or private company, in each case subject to the express written consent of the BoardCompany. (b) The Executive shall generally perform his the Executive’s duties and conduct his the Executive’s 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 directly to the full BoardCEO.

Duties and Reporting Relationship. (a) The Executive shall continue his the Executive’s employment as the Chief Executive Officer Vice President, General Counsel and Secretary of both the Company and Sirius XM Holdings Inc. (“Holdings”). In such capacity, and the Executive shall have be responsible for the rights, powers, authorities and duties commensurate with the position legal affairs of the Chief Executive Officer. The Executive shall also continue Company and Holdings, including all legal aspects of their obligations as a member reporting companies under the Securities Exchange Act of 1934, as amended; and the Board selection, hiring and supervision of Directors of Holdings (outside counsel for the “Board”)companies. 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 the Executive’s skills and render services to the best of his the Executive’s ability, and devote all of his working time and efforts, in supervising the business and affairs of the Company and Holdings. In addition, the The Executive shall perform such other activities and duties consistent with his the Executive’s position as that the Board Chief Executive Officer of the Company and Holdings (the “CEO”) shall from time to time reasonably specify and direct. During the Term, the Executive shall not perform any consulting services for, or engage in any other business enterprises with, any third parties without the express written consent of the BoardCEO, other than (i) charitable, civic and other non-business activities that do not interfere with the Executive’s duties to the Company and/or Holdings, and passive investments, (ii) service as a director and chairman of the board of directors of Tivo Corporation, (iii) service as a director of Pandora Media, Inc. (“Pandora”), (iv) service as a director of Charter Communications Inc., or (v) service on other boards of directors with the express written consent of the Board. (b) The Executive shall generally perform his the Executive’s duties and conduct his the Executive’s 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 directly to the full BoardCEO.