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 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of August 23, 2011, between the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase 7,500,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $1.69 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of August 23, 2012, August 23, 2013, August 23, 2014 and August 23, 2015. (c) If the Executive’s employment with 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 is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by 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.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (as amended, the “"Plan”), and the Employment Agreement, dated as of August 23, 2011, between the Company and the Executive (the “Employment Agreement”"), the Company hereby grants to the Executive Employee the right and option (this “"Option”") to purchase 7,500,000 up to two million eight hundred thousand (2,800,000) shares (the “"Shares”") of common stock, par value $0.001 per share, of the Company at a price per share of $1.69 3.14 (the “"Exercise Price”"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) The right and option to purchase up to one million (1,000,000) Shares shall vest and be exercisable on the date hereof. (c) Subject to the terms of this AgreementSection 1(c), this Option the right and option to purchase up to six hundred thousand (600,000) Shares (the "2004 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in four equal installments the preceding sentence, the 2004 Performance Options shall vest on each March 15, 2005 if and only if (i) the Employee continues to be employed by the Company on March 14, 2005 and (ii) the Company satisfies performance criteria to be established by the Board of August 23Directors of the Company, 2012or the Compensation Committee thereof, August 23for the year ending December 31, 20132004. On or before June 30, August 232004, 2014 the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2004 and August 23, 2015shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (cd) Subject to the terms of this Section 1(d), the right and option to purchase up to seven hundred and fifty thousand (750,000) Shares (the "2005 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2005 Performance Options shall vest on March 15, 2006 if and only if (i) the Employee continues to be employed by the Company on March 14, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2005. On or before June 30, 2005, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (e) Subject to the terms of this Section 1(e), the right and option to purchase up to four hundred and fifty thousand (450,000) Shares (the "2006 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2006 Performance Options shall vest on March 15, 2007 if and only if (i) the Employee continues to be employed by the Company on March 14, 2007 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2006. On or before June 30, 2006, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2006 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (f) The performance criteria applicable to the 2004 Performance Options, the 2005 Performance Options and the 2006 Performance Options shall be no more onerous than the performance criteria applicable to the Company's Chief Executive Officer and President, Operations and Sales. (g) If the Executive’s Employee's employment with 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 Employee's employment is terminated terminates (xi) due to death or Disability (as defined in the Employment Agreementbelow), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (yii) by the Company without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (the "Employment Agreement"), between the Company and the Employee), or (z) by the Executive Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisablevest in accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of the Company on a specified date shall have no force or effect.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “Plan”), and the Employment Agreement, dated as of August 23July 21, 2011, between the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive the right and option (this “Option”) to purchase 7,500,000 16,000,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $1.69 2.18 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this Agreement, this Option shall vest and become exercisable in four equal installments on each of August 23July 21, 2012, August 23July 21, 2013, August 23July 21, 2014 and August 23July 21, 2015. (c) If the Executive’s employment with 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 is terminated (x) due to death or Disability (as defined in the Employment Agreement), (y) by 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.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (as amended, the “"Plan”), and the Employment Agreement, dated as of August 23, 2011, between the Company and the Executive (the “Employment Agreement”"), the Company hereby grants to the Executive Employee the right and option (this “"Option”") to purchase 7,500,000 up to two million eight hundred thousand (2,800,000) shares (the “"Shares”") of common stock, par value $0.001 per share, of the Company at a price per share of $1.69 3.14 (the “"Exercise Price”"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) The right and option to purchase up to one million (1,000,000) Shares shall vest and be exercisable on the date hereof. (c) Subject to the terms of this AgreementSection 1(c), this Option the right and option to purchase up to six hundred thousand (600,000) Shares (the "2004 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in four equal installments the preceding sentence, the 2004 Performance Options shall vest on each March 15, 2005 if and only if (i) the Employee continues to be employed by the Company on March 14, 2005 and (ii) the Company satisfies performance criteria to be established by the Board of August 23Directors of the Company, 2012or the Compensation Committee thereof, August 23for the year ending December 31, 20132004. On or before June 30, August 232004, 2014 the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2004 and August 23, 2015shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (cd) Subject to the terms of this Section 1(d), the right and option to purchase up to seven hundred and fifty thousand (750,000) Shares (the "2005 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2005 Performance Options shall vest on March 15, 2006 if and only if (i) the Employee continues to be employed by the Company on March 14, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2005. On or before June 30, 2005, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (e) Subject to the terms of this Section 1(e), the right and option to purchase up to four hundred and fifty thousand (450,000) Shares (the "2006 Performance Options") shall vest and become exercisable on July 1, 2008 if the Employee continues to be employed by the Company on June 30, 2008. Notwithstanding anything to the contrary contained in the preceding sentence, the 2006 Performance Options shall vest on March 15, 2007 if and only if (i) the Employee continues to be employed by the Company on March 14, 2007 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2006. On or before June 30, 2006, the Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2006 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (f) The performance criteria applicable to the 2004 Performance Options, the 2005 Performance Options and the 2006 Performance Options shall be no more onerous than the performance criteria applicable to the Company's Chief Executive Officer and President, Entertainment and Sports. (g) If the Executive’s Employee's employment with 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 Employee's employment is terminated terminates (xi) due to death or Disability (as defined in the Employment Agreementbelow), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (yii) by the Company without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (the "Employment Agreement"), between the Company and the Employee), or (z) by the Executive Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisablevest in accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of the Company on a specified date shall have no force or effect.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Amended and Restated Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (as amended, the “Plan”), and the Employment Agreement, dated as of August 23, 2011, between the Company and the Executive (the “Employment Agreement”), the Company hereby grants to the Executive Employee the right and option (this “Option”) to purchase 7,500,000 up to one million three hundred and fifty thousand (1,350,000) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $1.69 5.54 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms and conditions of this AgreementSection 1(b), this Option the Shares shall vest and be exercisable as follows: (i) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and become exercisable in four equal installments on each of August 23February 2, 20122007 if the Employee continues to be employed by the Company on February 2, August 232007; (ii) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and become exercisable on February 2, 20132008 if the Employee continues to be employed by the Company on February 2, August 232008; (iii) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and become exercisable on February 2, 2014 2009 if the Employee continues to be employed by the Company on February 2, 2009; and (iv) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and August 23become exercisable on February 2, 20152010 if the Employee continues to be employed by the Company on February 2, 2010. (c) If the ExecutiveEmployee’s employment with the Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the ExecutiveEmployee’s employment is terminated terminates (xi) due to death the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (ii) due to Disability (as defined in the Employment Agreementbelow), (y) by the Company without Cause (as defined in the Amended and Restated Employment Agreement, dated as of March 11, 2005 (as amended, supplemented or otherwise modified, the “Employment Agreement”), between the Company and the Employee), or (z) by the Executive Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisablevest in accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of the Company on a specified date shall have no force or effect. The extension of this Option following the termination of the Employee due to Disability, without Cause or by the Employee for Good Reason shall be conditioned upon the Employee executing a release in accordance with Section 6(f) of the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement, Agreement and the Amended and Restated Sirius XM Satellite Radio 2009 2003 Long-Term Stock Incentive Plan (as amended, the “"Plan”), and the Employment Agreement, dated as of August 23, 2011, between the Company and the Executive (the “Employment Agreement”"), the Company hereby grants to the Executive Employee the right and option (this “"Option”") to purchase 7,500,000 up to one million eight hundred thousand (1,800,000) shares (the “"Shares”") of common stock, par value $0.001 per share, of the Company at a price per share of $1.69 3.14, the closing price of the Company's common stock on April 29, 2004 (the “day the Employee and the Compensation Committee of the Company agreed to the essential terms of the Employee's employment with the Company) (the "Exercise Price”"). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. (b) Subject to the terms of this AgreementSection 1(b), this Option the right and option to purchase up to six hundred thousand (600,000) Shares (the "2004 Performance Options") shall vest and become exercisable in four equal installments on each of August 23March 15, 2012, August 23, 2013, August 23, 2014 and August 23, 20152005. (c) Subject to the terms of this Section 1(c), the right and option to purchase up to seven hundred and fifty thousand (750,000) Shares (the "First Tranche 2005 Performance Options") shall vest and become exercisable on April 15, 2007 if the Employee continues to be employed by the Company or engaged by the Company as a consultant under a written consulting agreement on April 14, 2007. Notwithstanding anything to the contrary contained in the preceding sentence, the First Tranche 2005 Performance Options shall vest on March 15, 2006 if and only if (i) the Employee continues to be employed by the Company on March 14, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2005. The Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (d) Subject to the terms of this Section 1(d), the right and option to purchase up to four hundred and fifty thousand (450,000) Shares (the "Second Tranche 2005 Performance Options") shall vest and become exercisable on April 15, 2007 if the Employee continues to be employed by the Company or engaged by the Company as a consultant under a written consulting agreement on April 14, 2007. Notwithstanding anything to the contrary contained in the preceding sentence, the Second Tranche 2005 Performance Options shall vest on April 16, 2006 if and only if (i) the Employee continues to be employed by the Company on April 15, 2006 and (ii) the Company satisfies performance criteria to be established by the Board of Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2005. The Board of Directors of the Company, or the Compensation Committee thereof, shall determine in its sole discretion such performance criteria for the year ending December 31, 2005 and shall cause the Company to deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (e) If the Executive’s Employee's employment with with, or engagement as a consultant to, 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 Employee's employment is terminated or engagement as a consultant terminates (xi) due to death or Disability (as defined below), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (ii) in the Employment Agreement)case of his employment, (y) by the Company without Cause (as defined in the Amended and Restated Employment Agreement, dated as of March 11, 2005 (the "Employment Agreement"), between the Company and the Employee), or (z) by the Executive Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously cancelled canceled or forfeited, shall immediately become vested and exercisablevest in accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of, or consultant to, the Company on a specified date shall have no force or effect.