Common use of Grant of Option; Vesting Clause in Contracts

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10, 2014, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10, 2015, January 10, 2016 and January 10, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above 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 conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10September 14, 20142020, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ____________________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”)2. This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (ba) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10[_____],2021 [_____], 20152022, January 10and [_____], 2016 and January 10, 201720233, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (cb) 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 waiver of the foregoing condition contained above 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 conditioned upon waived by the Company; provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10July __, 20142013, between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”).3 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 amendedamended (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 three (3) equal installments on January 10each of July __, 2014, July __, 2015, January 10, 2016 and January 10, 2017July __,4 2016, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM the Company 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 the Company 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 waiver of the condition contained above that the Executive be an employee of Sirius XM shall, the Company in the event of the termination of the Executive’s employment with Sirius XM Executive due to death or Disability, by Sirius XM the Company without Cause or by the Executive for Good Reason, be conditioned upon the Executive (or his estate 1 The “First Trading Day,” as defined in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10October 14, 20142009, between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (the “Employment Agreement”), the Company hereby grants 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) shares1 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share share of $____ 0.5752 (the “Exercise Price”).2 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 amendedamended (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 three (3) four equal installments on January 10, 2015, January 10, 2016 and January 10, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated hereinOctober 14, 2010, October 14, 2011, October 14, 2012 and October 14, 2013. (c) If the Executive’s employment with Sirius XM 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 with Sirius XM is terminated (xi) due to death or “Disability” 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; (yii) by Sirius XM the Company without “Cause” Cause (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” 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 waiver ; and (iii) as a result of the condition contained above that the Executive be an employee of Sirius XM shall, in the event expiration 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 conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) term of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” Agreement (and not Scheduled Retirement (as defined in the Employment Agreement), and the Executive enters into a consulting agreement with the Company in accordance with Section 11 of the Employment Agreement, the Options shall continue to vest so long as the Executive is performing services pursuant to such consulting agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 1014, 20142010, between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ 13,163,495 shares (_________the “Shares”) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share share of $____ 0.6669 (the “Exercise Price”).2 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 amendedamended (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 three (3) four equal installments on each of January 1014, 20152011, January 1014, 2016 2012, January 14, 2013 and January 1014, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein2014. (c) If the Executive’s employment with Sirius XM the Company 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” Disability (as defined in the Employment Agreement), (y) by Sirius XM the Company without “Cause” Cause (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” 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 waiver of the condition contained above 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 conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10May 31, 20142018, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 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 and become exercisable in three (3) equal installments on January 10May 31, 20152019, January 10May 31, 2016 2020, and January 10May 31, 20172021, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s general counsel may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10July 3, 20142015, 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 ______________________ fourteen million two hundred and fifty thousand (_________14,250,000) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 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 and become exercisable in three (3) equal installments on January 10July 2, 20152016, January 10July 2, 2016 2017 and January 10May 30, 20172018, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company provided that the Executive (or his estate in the case of death) executing execute a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementemployment agreement, dated as of January 10June 29, 20142015, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10each of June 29, 20152016, January 10June 29, 2016 2017 and January 10June 29, 20172018, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 1 Number to be computed in accordance with the Employment Agreement. 2 Closing price on the First Trading Day as defined in the Employment Agreement. Cause or by the Executive for Good Reason, be conditioned upon waived by the Company provided that the Executive (or his estate in the case of death) executing execute a release in accordance with Section 6(h) of acceptable to the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementCompany.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10November 22, 20142019, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10November 22, 20152020, January 10November 22, 2016 2021, and January 10November 22, 201720224, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company; provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h6(g) of the Employment Agreement 1 The “Grant Date,” as defined in the Employment Agreement. 1 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementletter agreement dated August __, dated as of January 10, 2014, 2013 between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (the “Employment Letter Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 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 amendedamended (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 three four (34) equal installments on January 10each of August __, 2014, August __, 2015, January 10, August __ 2016 and January 10August __, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated hereindates. (c) If the Executive’s employment with Sirius XM the Company 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 (xi) due to death or “Disability” (as defined in the Employment Letter Agreement), ; or (yii) by Sirius XM the Company without “Cause” (as defined in the Employment Letter Agreement), ; or (ziii) by the Executive for “Good Reason” (as defined in the Employment Letter Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The In the event of the termination of the Executive’s employment due to Disability, the waiver of the condition contained above 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, Company shall be conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Letter Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementemployment agreement, dated as of January 10August 21, 20142017, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”), the closing price of such common stock on the Nasdaq Global Select Market as of the Date of Grant. This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10_______________, 2015_______________, January 10, 2016 and January 10, 2017_______________, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated hereindates. (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) terminates 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 waiver of the foregoing condition contained above 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 conditioned upon waived by the Company provided that the Executive (or his estate except in the case of death) executing executes a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10May 5, 20142021, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments as follows: this Option shall vest and become exercisable with respect to _______ Shares on January 10May 31, 20152022 and ____________ Shares on May 31, January 10, 2016 and January 10, 20172023, subject to the Executive’s continued employment with Sirius XM on each of these dates dates, other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(c), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s General Counsel may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10December 24, 20142018, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10each of December 24, 20152019, January 10December 24, 2016 2020, and January 10May 24, 201720224, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Executive (or his estate Company; provided that the 1 The “Grant Date,” as defined in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10April 3, 20142023, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase [______________________ (_________) ] shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $$ [____ ] (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in [three (3) equal installments on January 10, 2015, January 10, 2016 (i) [_____]; (ii) [_____] and January 10, 2017, (iii) [_______],]3 subject to the Executive’s continued employment with Sirius XM on each of these dates dates, other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(c), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s General Counsel may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementletter agreement, dated as of January 10March 5, 20142019, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Letter Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10March [__], 20152020, January 10March [__], 2016 2021, and January 10February 1, 201720223 (or if any such date is not a business day, then on the next succeeding business day), subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Letter Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Letter Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Letter Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company; provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h) the Letter Agreement (except that the Company’s General Counsel may waive such requirement in the case of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10December 7, 20142020, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments as follows: this Option shall vest and become exercisable with respect to _______ Shares on January 10May 24, 20152023 and ____________ Shares on May 24, January 10, 2016 and January 10, 20172024, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the unvested portion of this Option that would have vested on May 24, 2023, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable, and (2) if such termination occurs on or after May 24, 2022, the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(b), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s general counsel may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10December 11, 20142015, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ________________________ (_______________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $_______ (the “Exercise Price”).2 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 and conditions of this AgreementAgreement and/or the Plan, this Option shall vest and become exercisable in three with respect to one-third (31/3) equal installments on January 10, 2015, January 10, 2016 and January 10, 2017, subject of the Shares granted to the Executive’s continued employment with Executive under this Agreement on each of the first (1st), second (2nd), and third (3rd) anniversaries of the Date of Grant (or if such date is not a business day, then on the next succeeding business day); provided that no Shares shall vest on any anniversary (or on any succeeding business day) if the Executive is not employed by Sirius XM on each of these dates other than as specifically stated hereinsuch 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 waiver of the foregoing condition contained above 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 conditioned upon waived by the Company provided that the Executive (or his the Executive’s estate in the case of death) executing executes a release in accordance with Section 6(h) of acceptable to the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementCompany.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10March 5, 20142019, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10each of _________, 20152020, January 10___________, 2016 2021, and January 10_______________, 201720224, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company; provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10November 22, 20142016, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”). Closing price on November 22, 2016. This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10, 2015, January 10, 2016 and January 10November 22, 2017, November 22, 2018, and November 22, 2019, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January December 10, 20142021, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments with respect to _______ Shares on January 10__________, 20152023, January 10_______ Shares on _______________, 2016 2024 and January 10____________ Shares on ____________, 20172025, subject to the Executive’s continued employment with Sirius XM on each of these dates dates, other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(c), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s General Counsel may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10May 24, 20142016, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10, 2015, January 10, 2016 and January 10each of May 24, 2017, May 24, 2018, and May 24, 20194, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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, Reason be conditioned upon waived by the Executive (or his estate Company provided that the 1 The “Grant Date,” as defined in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementemployment agreement, dated as of January 10June 28, 20142022, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three with respect to _______ Shares on the first (31st) equal installments anniversary of the Grant Date and _______ Shares on January 10June 27, 2015, January 10, 2016 and January 10, 20172024, subject to the Executive’s continued employment with Sirius XM on each of these dates dates, other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(c), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s General Counsel may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10April 17, 20142024, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase [______________________ (_________) ] shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $$ [____ ] (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10(i) May 26, 20152025; (ii) May 25, January 102026 and (iii) May 24, 2016 and January 10, 20172027, subject to the Executive’s continued employment with Sirius XM on each of these dates dates, other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(c), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s General Counsel may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10August 11, 20142015, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $______________ (the “Exercise Price”).2 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 in three (3) equal installments on January 10April 30, 20152018, January 10, 2016 and January 10, 2017, subject if the Executive continues to the Executive’s continued employment with be employed by Sirius XM on each of these dates other than as specifically stated hereinsuch 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 waiver of the foregoing condition contained above 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 conditioned upon waived by the Company provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementletter agreement, dated as of January 10March 5, 20142019, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Letter Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10March [__], 20152020, January 10March [__], 2016 2021, and January 10March [__], 201720223 (or if any such date is not a business day, then on the next succeeding business day), subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Letter Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Letter Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Letter Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company; provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h) the Letter Agreement (except that the Company’s General Counsel may waive such requirement in the case of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreementletter agreement dated November __, dated as of January 10, 2014, 2013 between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (the “Employment Letter Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase up to ______________________ (_________) shares1 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 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 AgreementAgreement and/or the Plan, this Option shall vest and become exercisable in three four (34) equal installments on January 10each of November __, 2014, November __, 2015, January 10, November __ 2016 and January 10November __, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated hereindates. (c) If the Executive’s employment with Sirius XM the Company 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 (xi) due to death or “Disability” (as defined in the Employment Letter Agreement), ; or (yii) by Sirius XM the Company without “Cause” (as defined in the Employment Letter Agreement), ; or (ziii) by the Executive for “Good Reason” (as defined in the Employment Letter Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The In the event of the termination of the Executive’s employment due to Disability, the waiver of the condition contained above 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, Company shall be conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Letter Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10July 28, 20142009, between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ twenty seven million seven hundred and sixty eight thousand one hundred and thirty six (_________27,768,136) shares1 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share share of $____ 0.43 (the “Exercise Price”).2 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 amendedamended (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 three (3) four equal installments on January 10, 2015, January 10, 2016 and January 10, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated hereinJuly 26, 2010, July 26, 2011, July 26, 2012 and July 26, 2013. (c) If the Executive’s employment with Sirius XM the Company 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” Disability (as defined in the Employment Agreement), (y) by Sirius XM the Company without “Cause” Cause (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” 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 waiver of the condition contained above 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 conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10October 14, 20142009, between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (as amended by the First Amendment, dated as of February 14, 2011, the “Employment Agreement”), the Company hereby grants 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) shares1 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share share of $____ 0.5752 (the “Exercise Price”).2 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 amendedamended (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 three (3) four equal installments on January 10, 2015, January 10, 2016 and January 10, 2017, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated hereinOctober 14, 2010, October 14, 2011, October 14, 2012 and October 14, 2013. (c) If the Executive’s employment with Sirius XM 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 with Sirius XM is terminated (xi) due to death or “Disability” 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 (yii) by Sirius XM the Company without “Cause” Cause (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” 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 waiver of the condition contained above 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 conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10December 14, 20142023, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $[____ ] (the “Exercise Price”).2 Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments as follows: this Option shall vest and become exercisable with respect to [__] Shares on January 10December 31, 20152024, January 10[___] Shares on December 31, 2016 2025, and January 10[____] Shares on December 31, 201720264, subject to the Executive’s continued employment with Sirius XM on each of these dates dates, other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(c), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death). 1 The “Grant Date,” as defined in the Employment Agreement. 1 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10November 21, 20142022, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three two (32) equal installments on (i) November 21, 2023; and (ii) January 102, 2015, January 10, 2016 and January 10, 20172025, subject to the Executive’s continued employment with Sirius XM on each of these dates dates, other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the condition contained above that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 1(c), 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 conditioned upon the Executive (or his estate in the case of death) executing must execute a release in accordance with Section 6(h6(g) of the Employment Agreement. 1 Number to be computed Agreement (except that the Company’s Chief Executive Officer may waive such requirement in accordance with Section 4(b)(i) the case of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment AgreementExecutive’s death).

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10June 19, 20142015, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments on January 10each of June 20, 20152016, January 10June 19, 2016 2017 and January 10June 19, 20172018, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company provided that the Executive (or his her estate in the case of death) executing execute a release in accordance with Section 6(h) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10April 29, 20142013, between Sirius XM Radio Inc. (“Sirius XM”) the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 10,128,894 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $______________ (the “Exercise Price”).2 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 amendedamended (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 in full and become exercisable in three (3) equal installments on January 10October 30, 2015, January 10, 2016 and January 10, 2017, subject 2015 if the Executive continues to the Executive’s continued employment with Sirius XM be employed on each of these dates other than as specifically stated hereinsuch date. (c) If the Executive’s employment with Sirius XM the Company 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 the Company 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 waiver of the condition contained above that the Executive be an employee of Sirius XM shall, the Company contained above in the event of the termination of the Executive’s employment with Sirius XM Executive due to death or Disability, by Sirius XM the Company without Cause or by the Executive for Good Reason, Reason shall be conditioned upon the Executive (or his estate in the case of death) executing a release in accordance with Section 6(h6(f) of the Employment Agreement. 1 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio Holdings Inc. 2009 2015 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of January 10September 14, 20142020, between Sirius XM Radio Inc. (“Sirius XM”) and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase ______________________ (_________) shares1 shares2 of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per Share of $____ (the “Exercise Price”).2 Price”).3 This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in three (3) equal installments as follows: this Option shall vest and become exercisable with respect to [__] Shares on January 10December 31, 20152021, January 10[___] Shares on December 31, 2016 2022, and January 10[____] Shares on December 31, 201720234, subject to the Executive’s continued employment with Sirius XM on each of these dates other than as specifically stated herein. (c) If the Executive’s employment with Sirius XM terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled or forfeited, shall immediately become vested and exercisable. The waiver of the foregoing condition contained above 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 conditioned upon waived by the Company; provided that the Executive (or his estate in the case of death) executing executes a release in accordance with Section 6(h6(g) of the Employment Agreement 1 The “Grant Date,” as defined in the Employment Agreement. 1 2 Number to be computed in accordance with Section 4(b)(i) of the Employment Agreement. 2 Closing price on the “Effective Date,” as defined in the Employment Agreement.