Common use of Grant of Option; Vesting Clause in Contracts

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (as amended, the "Plan"), the Company hereby grants to the Employee the right and option (this "Option") to purchase 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 $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 Section 1(b), the right and option to purchase up to six hundred thousand (600,000) Shares (the "2004 Performance Options") shall vest and become exercisable on March 15, 2005. (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 Employee's employment 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 Employee's employment or engagement as a consultant terminates (i) 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 case of his employment, 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 by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall vest 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.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (as amended, the "Plan"), the Company hereby grants to the Employee the right and option (this "Option") to purchase up to one two million eight hundred thousand (1,800,0002,800,000) shares (the "Shares") of common stock, par value $0.001 per share, of the Company at a price per share of $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) 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 Section 1(b1(c), 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 the preceding sentence, the 2004 Performance Options shall vest on March 15, 20052005 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 Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2004. On or before June 30, 2004, 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 shall 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(c1(d), 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 15July 1, 2007 2008 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 14June 30, 20072008. 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 CompanyOn or before June 30, 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)2005, 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) 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 Employee's employment with, or engagement as a consultant to, the with Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee's employment or engagement as a consultant terminates (i) 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 or (ii) in the case of his employment, without Cause (as defined in the Amended and Restated Employment Agreement, dated as of March 11May 5, 2005 2004 (the "Employment Agreement"), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall vest 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, 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 and the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (as amended, the "Plan"), the Company hereby grants to the Employee the right and option (this "Option") to purchase up to one two million eight hundred thousand (1,800,0002,800,000) shares (the "Shares") of common stock, par value $0.001 per share, of the Company at a price per share of $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) 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 Section 1(b1(c), 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 the preceding sentence, the 2004 Performance Options shall vest on March 15, 20052005 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 Directors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2004. On or before June 30, 2004, 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 shall 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(c1(d), 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 15July 1, 2007 2008 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 14June 30, 20072008. 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 CompanyOn or before June 30, 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)2005, 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) 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 Employee's employment with, or engagement as a consultant to, the with Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee's employment or engagement as a consultant terminates (i) 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 or (ii) in the case of his employment, without Cause (as defined in the Amended and Restated Employment Agreement, dated as of March 11May 5, 2005 2004 (the "Employment Agreement"), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall vest 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, of the Company on a specified date shall have no force or effect.