Common use of Issuance of Shares subject to RSUs Clause in Contracts

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 2017, November 22, 2018 and November 22, 2019, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h) of the Employment Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22July __, 2017, November 22, 2018 and November 22, 2019, 2016,8 the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinJuly __, 2016. (b) If the Executive’s employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM the Company without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing 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, Reason shall be waived by the Company provided that conditioned upon the Executive (or his estate in the case of death) executes executing a release in accordance with Section 6(h) of the Employment Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 2017, November 22, 2018 and November 22December 24, 2019, December 24, 2020, and 6 The “Grant Date,” as defined in the Employment Agreement. 7 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. May 24, 2022,8 the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 20172020, November 22, 2018 2021 and 6 The “Grant Date,” as defined in the Employment Agreement. 7 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. November 22, 2019, 2022,8 the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates is terminated due to (x) 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 RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s Chief Executive Officer may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 2017, November 22, 2018 and November 22May 31, 2019, May 31, 2020 and May 31, 2021, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s general counsel may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22August __, 2017, November 22, 2018 and November 22, 2019, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)Agreement, if the Executive continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinAugust __, 2017. (b) If the Executive’s employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates is terminated (i) due to death or “Disability” (as defined in the Employment Letter Agreement), ; or (ii) by Sirius XM the Company without “Cause” (as defined in the Employment Letter Agreement), ; or (iii) by the Executive for “Good Reason” (as defined in the Employment Letter Agreement), then the unvested portion of the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition that the Executive be an employee of Sirius XM shall, in 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 waived by waiver of the Company provided condition contained above that the Executive (or his estate in be an employee of the case of death) executes Company shall be conditioned upon the Executive executing a release in accordance with Section 6(h) of the Employment Letter Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22_______________, 2017____________________ and _______________________ (if any such date is not a business day, November 22, 2018 and November 22, 2019then on the next succeeding business day), the Company shall issue, or cause there to be transferred, to the Executive (or his the Executive’s beneficiary, in the case of death) an amount of Shares representing approximately one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company provided that the Executive (or his estate except in the case of death) executes a release in accordance with Section 6(h) of the Employment Agreement.

Issuance of Shares subject to RSUs. (a) [Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on each of November 22, 2017, November 22, 2018 and November 22, 2019[_____], the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of [____] Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above2, if applicable), (ii) on [_____], the Company shall issue, or cause there to be transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2, if applicable), and (iii) on the Term End Date (as defined in the Employment Agreement), the Company shall issue, or cause there to be transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2, if applicable), in each case, if the Executive 4 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. continues to be employed by with Sirius XM on each of these dates dates, other than as specifically stated herein.herein.]5 (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates 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 RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above2, if applicable. The foregoing condition that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 3(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 waived by the Company provided that the Executive (or his estate in the case of death) executes must execute a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22May 24, 2017, November 22May 24, 2018 2018, and November 22May 24, 2019, 2019,8 the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h) of the Employment Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22__, 2017, November 22, 2018 and November 22, 2019, the Company shall issue, or cause there to be transferred, to the Executive (or his the Executive’s beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)Agreement, if the Executive continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinNovember __, 2017. (b) If the Executive’s employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates is terminated (i) due to death or “Disability” (as defined in the Employment Letter Agreement), ; or (ii) by Sirius XM the Company without “Cause” (as defined in the Employment Letter Agreement), ; or (iii) by the Executive for “Good Reason” (as defined in the Employment Letter Agreement), then the unvested portion of the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition that the Executive be an employee of Sirius XM shall, in 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 waived by waiver of the Company provided condition contained above that the Executive (or his estate in be an employee of the case of death) executes Company shall be conditioned upon the Executive executing a release in accordance with Section 6(h) of the Employment Letter Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 2017, November 22, 2018 and November 22June 1, 2019, June 1, 2020 and May 31, 2021, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s general counsel may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 2017, November 22, 2018 and November 22, 2019, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount 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), a number Shares representing equal to one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement Agreement; provided that no Shares shall be issued to the Executive on any anniversary (as adjusted pursuant to Section 2 above, if applicable), or on any succeeding business day) if the Executive continues to be is not employed by Sirius XM on each of these dates other than as specifically stated hereinsuch date. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company provided that the Executive (or his estate in the case of death) executes execute a release in accordance with Section 6(h) of acceptable to the Employment AgreementCompany.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or and/or the Plan, on each of November 22, 2017, November 22, 2018 and November 22, 2019, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, the Executive’s beneficiary in the case of death) an amount 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), a number Shares representing equal to one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement Agreement; provided that no Shares shall be issued to the Executive on any anniversary (as adjusted pursuant to Section 2 above, if applicable), or on any succeeding business day) if the Executive continues to be is not employed by Sirius XM on each of these dates other than as specifically stated hereinsuch date. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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, or by Sirius XM without Cause or by the Executive for Good Reason, be waived by the Company provided that the Executive (or his the Executive’s estate in the case of death) executes a release in accordance with Section 6(h) of acceptable to the Employment AgreementCompany.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on each the first (1st) anniversary of November 22, 2017, November 22, 2018 and November 22, 2019the Effective Date (as defined in the Employment Agreement), the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of [____] Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above2, if applicable), (ii) on the second (2nd) anniversary of the Effective Date (as defined in the Employment Agreement), the Company shall issue, or cause there to be transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2, if applicable), and (iii) on December 15, 2027, the Company shall issue, or cause there to be transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2, if applicable), in each case, if the Executive continues to be employed by with Sirius XM on each of these dates dates, other than as specifically stated herein. 1 Number to be determined in accordance with Section 4(b)(i) of the Employment Agreement. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates 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 RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above2, if applicable. The foregoing condition that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 3(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 waived by the Company provided that the Executive (or his estate in the case of death) executes must execute a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22___________, 20172020, November 22__________, 2018 2021, and November 226 The “Grant Date,” as defined in the Employment Agreement. 7 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. ________________, 2019, 2022,8 the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates is terminated due to (x) 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 RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on each the first (1st) anniversary of November 22, 2017, November 22, 2018 and November 22, 2019the Effective Date (as defined in the Employment Agreement), the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of [____] Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above2, if applicable), and (ii) on the second (2nd) anniversary of the Effective Date (as defined in the Employment Agreement), the Company shall issue, or cause there to be transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2, if applicable), representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2, if applicable), in each case, if the Executive continues to be employed by with Sirius XM on each of these dates dates, other than as specifically stated herein. 3 Number to be determined in accordance with Section 4(b)(iii) of the Employment Agreement. (bc) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates 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 RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above2, if applicable. The foregoing condition that In order for the Executive be an employee of Sirius XM shallto receive any accelerated vesting pursuant to this Section 3(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 waived by the Company provided that the Executive (or his estate in the case of death) executes must execute a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s General Counsel may waive such requirement in the case of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22, 2017, November 22, 2018 and November 22December 31, 2019, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)Agreement, if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated hereinDecember 31, 2019. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s general counsel may waive such requirement in the event of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22December 31, 2017, November 22, 2018 and November 22, 20192020, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)Agreement, if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated hereinDecember 31, 2020. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment AgreementAgreement (except that the Company’s General Counsel may waive such requirement in the event of the Executive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22April 30, 2017, November 22, 2018 and November 22, 20192018, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)Agreement, if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated hereinApril 30, 2018. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22March [__], 20172020, November 22March [__], 2018 2021 and November 22February 1, 201920226 (if any such date is not a business day, then on the next succeeding business day), the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing approximately one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the 5 The “Grant Date,” as defined in the Letter Agreement. 6 First and second anniversaries of the “Grant Date,” as defined in the Letter Agreement. Final tranche on the “Term End Date,” as defined in the Letter Agreement. Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates 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 RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) 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 AgreementExecutive’s death).

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22October 30, 2017, November 22, 2018 and November 22, 20192015, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)Agreement, if the Executive continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinOctober 30, 2015. (b) If the Executive’s employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM the Company without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the unvested portion of the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing waiver of the condition 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 waived by the Company provided that conditioned upon the Executive (or his estate in the case of death) executes executing a release in accordance with Section 6(h6(f) of the Employment Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22December 31, 2017, November 22, 2018 and November 22, 20192018, the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing one-third (1/3) of the an equal number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)Agreement, if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated hereinDecember 31, 2018. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates due to death or “Disability” (as defined in the Employment Agreement), by Sirius XM 1To be $7,500,000 divided by closing price on the First Trading Day, in accordance with Section 4(b) of the Employment Agreement. without “Cause” (as defined in the Employment Agreement), or by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company provided that the Executive (or his estate in the case of death) executes a release in accordance with Section 6(h6(g) of the Employment Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on each of November 22March [__], 20172020, November 22March [__], 2018 2021 and November 22March [__], 201920226 (if any such date is not a business day, then on the next succeeding business day), the Company shall issue, or cause there to be transferred, to the Executive (or his beneficiary, in the case of death) an amount of Shares representing approximately one-third (1/3) of the number of the RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. 5 The “Grant Date,” as defined in the Letter Agreement. 6 First, second and third anniversaries of the “Grant Date,” as defined in the Letter Agreement. (b) If the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s employment with Sirius XM terminates 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 RSUs, to the extent not previously settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive (or to the Executive’s estate in the case of death) the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above, if applicable. The foregoing condition 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 waived by the Company Company; provided that the Executive (or his estate in the case of death) 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 AgreementExecutive’s death).