Common use of Grant of Option; Vesting Clause in Contracts

Grant of Option; Vesting. 3.1 Subject to this Agreement and the Plan, the Company shall grant to the Employee an option to purchase ___ shares of Common Stock of the Company, par value $0.0017 each (the "SHARES") at an exercise price of $_____ per share (the "OPTION"), at the time and in the manner hereinafter provided. The term of the Option shall be 8 years from _____________, or such shorter period as is prescribed in Section 3.3 below. 3.2 Subject to the provisions of Section 3.3 below, the Option may exercised by the Employee, in whole or in part, according to the following vesting schedule: __% of the Shares subject to the Option shall vest _______ (___) months after _______, additional __% of the Shares subject to the Option shall vest _________ (__) months following such date; additional __% of the Shares subject to the Option shall vest ________ (__) months after such date; and additional __% of the Shares subject to the Option shall vest ________ (__) months after such date, subject to the Employee's continuing employment with the Company or any Related Company on such dates. 3.3 The consideration for the exercise of the Option shall be paid on the date of the exercise of the Option. The Option shall be exercisable by the Employee in progressive stages on the exercise dates as aforesaid, but in no event may the Optionee exercise this Option after the term as provided for in Section 3.1 above and PROVIDED THAT the Employee shall have been continuously employed by the Company and/or a Related Company, from __________ until such date of exercise. In the event of termination of the Employee's employment by the Company and/or a Related Company for any reason other than for Cause (as such term is defined in Section 7.7 of the Plan) and subject to the provisions of Section 7.7 of the Plan, prior to the complete exercise of the Option, the Employee may exercise the Option within thirty (30) days following the earlier of such termination or notice of termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as prescribed in this Agreement). Notwithstanding any of the abovementioned, in the event that the employment of the Employee with the Company and/or a Related Company is terminated for Cause, any unexercised portion of the Option shall immediately expire and be of no further force or effect upon the earlier of such termination or notice of termination.

Grant of Option; Vesting. 3.1 Subject to this Agreement and the Plan, the Company shall grant to the Employee Employee, by an "approved issue" within the meaning of the Law, an option (the "Option") to purchase ___ shares of Common Stock of the Company, par value $0.0017 each Company (the "SHARESShares") at an exercise price of $_____ 0.01 per share (the "OPTION")share, at the time and in the manner hereinafter provided. The term of the Option shall be 8 years from _____________, the date hereof or such shorter period as is prescribed in Section 3.3 below. 3.2 Subject to The following are the provisions dates as of Section 3.3 below, which the Option may be exercised (each an "Exercise Date") by the Employee, in whole or in part, according Trustee pursuant to the following vesting schedule: Employee's instructions and the number of Shares which may be purchased thereunder on each such Exercise Date: 3.2.1 Commencing as of__% of the Shares subject to the Option shall vest ____, 200, _______ (Shares. 3.2.2 Commencing as of___) months after _______, additional __% of the Shares subject to the Option shall vest _200, ________ (additional Shares. 3.2.3 Commencing as of __) months following such date; additional __% of the Shares subject to the Option shall vest ___, 200, ________ (__) months after such date; and additional __% of the Shares subject to the Option shall vest ________ (__) months after such date, subject to the Employee's continuing employment with the Company or any Related Company on such datesShares. 3.3 The consideration for the exercise of the Option shall be paid on the date of the exercise of the Option. The Option shall be exercisable by the Trustee on behalf of the Employee in progressive stages on the exercise dates Exercise Dates as aforesaid, but in no event may the Optionee exercise this Option after the term as aforesaid provided for in Section 3.1 above and PROVIDED THAT that the Employee shall have been continuously employed by the Company and/or a Related Company, from __________ the date hereof until such date of exercise. In the event of termination of the Employee's employment by the Company and/or a Related Company for any reason other than Company, not for Cause (as such term is defined in Section 7.7 of the Planbelow) and subject to the provisions of Section 7.7 of the Plan, prior to the complete exercise of the Option, the Employee may exercise the Option within thirty (30) 30 days following the earlier of such termination or notice of terminationthereafter, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as prescribed in this Agreement). Notwithstanding any of the abovementioned, in the event that the employment of the Employee with the Company and/or a Related Company is terminated for Causecause, any unexercised portion of the Option shall immediately expire and be of no further force or effect upon the earlier of such termination or notice of termination. For the purposes of this section 3, a termination for "Cause" is a termination due to: (i) the Employee's conviction of any felony that entails moral turpitude; (ii) the Employee's embezzlement of funds of the Company; (iii) the Employee's material breach of the terms and conditions of this Agreement; (iv) the Employee's involvement with an act which constitutes breach of trust between him and the Company or which constitutes breach of discipline; or (v) the Employee's conduct causing grave injury to the Company, monetarily or otherwise. 3.4 As a condition to his receipt of the Shares and the Option, the Employee agrees to waive the amount of $0.01 for each Share which may be purchased pursuant to the Option i.e., an aggregate of $___ as a one-time waiver from his salary, and the Employee hereby instructs the Company to deduct from his wages such aggregate sum. The Employee hereby agrees and acknowledges that the aforesaid sum shall not be returned to him even if the Option is not exercised for any reason.

Grant of Option; Vesting. 3.1 (a) Subject to the terms and conditions of this Agreement Agreement, the Sirius XM Holdings Inc. Director Compensation Policy (the “Policy”), and the Sirius XM Holdings Inc. 2015 Long-Term Stock Incentive Plan (the “Plan”), the Company shall grant hereby grants to the Employee an Director the right and option (this “Option”) to purchase ___ shares of Common Stock of the Company, par value $0.0017 each (the "SHARES") at an exercise price of $_____ per share (the "OPTION"), at the time and in the manner hereinafter provided. The term of the Option shall be 8 years from up to _____________, or such shorter period as is prescribed in Section 3.3 below. 3.2 Subject to the provisions of Section 3.3 below, the Option may exercised by the Employee, in whole or in part, according to the following vesting schedule: __% of the Shares subject to the Option shall vest _______ (_______) months after shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $________, additional the closing price of such common stock on The Nasdaq Global Select Market on __% ___, 2015 (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. In the case of any stock split, stock dividend or like change in the Shares subject 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. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Option Plan. (b) Subject to Sections 1(c) and 2, the right and option to purchase the Shares shall vest and be exercisable as follows: (i) (______) Shares shall vest and become exercisable on ___ (___, 2016; (ii) months following such date; additional __% of the Shares subject to the Option shall vest (________ () Shares shall vest and become exercisable on __) months after such date; and additional __% of the Shares subject to the Option shall vest _, 2017; (iii) (________ () Shares shall vest and become exercisable on _____, 2018; and (iv) months after such date, subject to the Employee's continuing employment with the Company or any Related Company on such dates. 3.3 The consideration for the exercise of the Option shall be paid on the date of the exercise of the Option. The Option shall be exercisable by the Employee in progressive stages on the exercise dates as aforesaid, but in no event may the Optionee exercise this Option after the term as provided for in Section 3.1 above and PROVIDED THAT the Employee shall have been continuously employed by the Company and/or a Related Company, from (______) Shares shall vest and become exercisable on ____ until such __, 2019. (c) If a Director is not nominated for re-election, stands for election but is not elected at the next Annual Meeting of the Stockholders or is replaced by the stockholders of the Company, then all unvested Options shall immediately vest and become exercisable as of the date that the Director is no longer a member of exercise. the Board of Directors of the Company. (d) In the event of termination a Change of the Employee's employment Control, this Option shall be governed by the Company and/or a Related Company for any reason other than for Cause (as such term is defined in Section 7.7 terms of the Plan; provided that any transactions between the Company, Sirius XM and/or any of their respective subsidiaries, on the one hand, and Liberty Media Corporation, any Qualified Distribution Transferee (as defined in the Investment Agreement, dated as of February 17, 2009, between the Company and Liberty Radio LLC, as amended) and subject to and/or any of their respective subsidiaries, on the provisions other hand, shall not constitute a Change of Section 7.7 of Control under the Plan, prior to the complete exercise of the Option, the Employee may exercise the Option within thirty (30) days following the earlier of such termination or notice of termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as prescribed in this Agreement). Notwithstanding any of the abovementioned, in the event that the employment of the Employee with the Company and/or a Related Company is terminated for Cause, any unexercised portion of the Option shall immediately expire and be of no further force or effect upon the earlier of such termination or notice of termination.

Grant of Option; Vesting. 3.1 (a) Subject to the terms and conditions of this Agreement Agreement, the Sirius XM Holdings Inc. Director Compensation Policy (the “Policy”), and the Sirius XM Holdings Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), the Company shall grant hereby grants to the Employee an Director the right and option (this “Option”) to purchase ___ shares of Common Stock of the Company, par value $0.0017 each (the "SHARES") at an exercise price of $_____ per share (the "OPTION"), at the time and in the manner hereinafter provided. The term of the Option shall be 8 years from up to _____________, or such shorter period as is prescribed in Section 3.3 below. 3.2 Subject to the provisions of Section 3.3 below, the Option may exercised by the Employee, in whole or in part, according to the following vesting schedule: __% of the Shares subject to the Option shall vest _______ (_______) months after shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of $________, additional the closing price of such common stock on The Nasdaq Global Select Market on __% ___, 2014 (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. In the case of any stock split, stock dividend or like change in the Shares subject 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. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Option Plan. (b) Subject to Sections 1(c) and 2, the right and option to purchase the Shares shall vest and be exercisable as follows: (i) (______) Shares shall vest and become exercisable on ___ (___, 2015; (ii) months following such date; additional __% of the Shares subject to the Option shall vest (________ () Shares shall vest and become exercisable on __) months after such date; and additional __% of the Shares subject to the Option shall vest _, 2016; (iii) (________ () Shares shall vest and become exercisable on _____, 2017; and (iv) months after such date, subject to the Employee's continuing employment with the Company or any Related Company on such dates. 3.3 The consideration for the exercise of the Option shall be paid on the date of the exercise of the Option. The Option shall be exercisable by the Employee in progressive stages on the exercise dates as aforesaid, but in no event may the Optionee exercise this Option after the term as provided for in Section 3.1 above and PROVIDED THAT the Employee shall have been continuously employed by the Company and/or a Related Company, from (______) Shares shall vest and become exercisable on ____ until such date of exercise. In __, 2018. (c) If a Director is not nominated for re-election, stands for election but is not elected at the event of termination next Annual Meeting of the Employee's employment Stockholders or is replaced by the stockholders of the Company, then all unvested Options shall immediately vest and become exercisable as of the date that the Director is no longer a member of the Board of Directors of the Company. (d) Any transactions between the Company and/or Sirius XM, on the one hand, and Liberty Media Corporation and/or any of its affiliates, on the other hand, shall not constitute a Related Company for any reason other than for Cause (as such term is defined in Section 7.7 Change of Control under the Plan) and subject to the provisions of Section 7.7 of the Plan, prior to the complete exercise of the Option, the Employee may exercise the Option within thirty (30) days following the earlier of such termination or notice of termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as prescribed in this Agreement). Notwithstanding any of the abovementioned, in the event that the employment of the Employee with the Company and/or a Related Company is terminated for Cause, any unexercised portion of the Option shall immediately expire and be of no further force or effect upon the earlier of such termination or notice of termination.

Grant of Option; Vesting. 3.1 Subject to this Agreement and the Plan, the Company shall grant to the Employee an option to purchase ___ shares of Common Stock of the Company, par value $0.0017 each (the "SHARES") at an exercise price of $_______ per share (the "OPTION"), at the time and in the manner hereinafter provided. The term of the Option shall be 8 years from _____________, or such shorter period as is prescribed in Section 3.3 below. 3.2 Subject to the provisions of Section 3.3 below, the Option may exercised by the Employee, in whole or in part, according to the following vesting schedule: __% of the Shares subject to the Option shall vest _______ (___) months after _______, additional __% of the Shares subject to the Option shall vest _________ (__) months following such date; additional __% of the Shares subject to the Option shall vest ________ (__) months after such date; and additional __% of the Shares subject to the Option shall vest ________ (__) months after such date, subject to the Employee's continuing employment with the Company or any Related Company on such dates. 3.3 The consideration for the exercise of the Option shall be paid on the date of the exercise of the Option. The Option shall be exercisable by the Employee in progressive stages on the exercise dates as aforesaid, but in no event may the Optionee exercise this Option after the term as provided for in Section 3.1 above and PROVIDED THAT the Employee shall have been continuously employed by the Company and/or a Related Company, from __________ until such date of exercise. In the event of termination of the Employee's employment by the Company and/or a Related Company for any reason other than for Cause (as such term is defined in Section 7.7 of the Plan) and subject to the provisions of Section 7.7 of the Plan, prior to the complete exercise of the Option, the Employee may exercise the Option within thirty (30) days following the earlier of such termination or notice of termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as prescribed in this Agreement). Notwithstanding any of the abovementioned, in the event that the employment of the Employee with the Company and/or a Related Company is terminated for Cause, any unexercised portion of the Option shall immediately expire and be of no further force or effect upon the earlier of such termination or notice of termination.