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, (i) on May 24, 2023, 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 above, if applicable), and (ii) on May 24, 2024, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)7, in each case 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 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), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all 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 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute a release in accordance with Section 6(g) of the Employment Agreement (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 (i) on May 24[_____], 20232021, the Company shall issue, or cause there to be transferred, to the Executive [____ _____] Shares representing an equal 5 The “Grant Date”, as defined in the Employment Agreement. number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable), (ii) [_____], 2022, 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 above, if applicable), and (iiiii) on May 24[_____], 20242023, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive [_____ ____] Shares representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)7applicable)6, in each case if the Executive continues to be employed by Sirius XM on each of these dates other than as specifically stated herein. (ba) 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 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), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all 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 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. In order for 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 receive any accelerated vesting pursuant to this Section 4(b)death or Disability, by Sirius XM without Cause or by the Executive must execute for Good Reason, be waived by the Company; provided that the Executive executes a release in accordance with Section 6(g) of the Employment Agreement (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 May 24_____________, 2023, 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 above, if applicable), and (ii) on May 24_____________, 2024, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)7applicable), and (iii) 3 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. on_____________, 2025, 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 above, if applicable)in each case case, if the Executive continues to be employed by Sirius XM on each of these dates 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 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), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all 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 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute a release in accordance with Section 6(g) of the Employment Agreement (except that the Company’s general counsel 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 May 24, 2023the first (1st) anniversary of the Grant Date, 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 above2, if applicable), and (ii) on May 24June 27, 2024, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above2, if applicable)7, applicable) in each case 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)(ii) 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 is terminated due to (x) due to death or “Disability” (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all 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 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b3(b), the Executive must execute a release in accordance with Section 6(g) of the Employment Agreement (except that the Company’s general counsel 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 May 24August 12, 20232005, the Company shall issue, or cause there to be transferred, to the Executive ____ Shares Employee one hundred thousand (100,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement Agreement. (as adjusted b) Subject to earlier issuance pursuant to Section 2 abovethe terms of this Agreement or the Plan, if applicable)on August 8, and (ii) on May 24, 20242007, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares Employee three hundred thousand (300,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement (as adjusted pursuant to Section 2 aboveAgreement, if applicable)7, in each case if the Executive Employee continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinAugust 8, 2007. (bc) If the ExecutiveEmployee’s employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the ExecutiveEmployee’s employment with Sirius XM is terminated terminates (i) due to death the Company shall issue within 30 days, or cause there to be transferred within 30 days, to the Employee or his estate Shares equal to the unvested portion of the RSUs, to the extent not previously canceled or forfeited, or (xii) death due to or Disability (as defined below), without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (as amended, supplemented or otherwise modified, the “Disability” Employment Agreement”), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all unvested portion of the RSUs, to the extent not previously settled, cancelled canceled or forfeited, shall immediately become vested 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 the Company on a specified date shall have no force or effect. “Disability” shall mean the Employee is unable to perform the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five day period. Upon making a determination of Disability, the Company shall issuedetermine the date of the Employee’s termination of employment. The waiver of the condition that the Employee be an employee of the Company contained above in the event of the termination of the Employee due to Disability, without Cause or cause there to by the Employee for Good Reason shall be transferred, to conditioned upon the Executive 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute Employee executing a release in accordance with Section 6(g6(f)(i) of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case of the Executive’s death)Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on May 24December 31, 20232021, 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 above, if applicable), and (ii) on May 24December 31, 20242022, the Company shall issue, or cause there to be transferred, 5 to the Executive [_____] Shares representing an equal number of RSUs granted to the Executive 6 The “Grant Date,” as defined in the Employment Agreement. 6 7 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. under this Agreement (as adjusted pursuant to Section 2 above, if applicable), and (iii) on December 31, 2023, 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 above, if applicable)7applicable)8, in each case 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 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), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all 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 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. In order for 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 receive any accelerated vesting pursuant to this Section 4(b)death or Disability, by Sirius XM without Cause or by the Executive must execute for Good Reason, be waived by the Company; provided that the Executive executes a release in accordance with Section 6(g) of the Employment Agreement (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) On the date hereof, the Company shall issue, or cause there to be transferred, to the Employee one hundred and thirty three thousand (133,000) Shares, representing an equal number of the RSUs granted to the Employee under this Agreement. (b) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on May 24April 15, 20232005, the Company shall issue, or cause there to be transferred, to the Executive ____ Shares Employee three hundred thousand (300,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement Agreement, if the Employee continues to be employed by the Company on April 14, 2005. (as adjusted c) Subject to earlier issuance pursuant to Section 2 abovethe terms of this Agreement or the Plan, if applicable)on April 15, and (ii) on May 24, 20242006, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares Employee four hundred and fifty thousand (450,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement (as adjusted pursuant to Section 2 aboveAgreement, if applicable)7, in each case if the Executive Employee continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinApril 14, 2006. (bd) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on April 15, 2007, the Company shall issue, or cause there to be transferred, to the Employee three hundred and seventeen thousand (317,000) Shares, representing an equal number of the RSUs granted to the Employee under this Agreement, if the Employee continues to be employed by the Company on April 14, 2007. (e) If the Executive’s Employee's employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s Employee's employment with Sirius XM is terminated terminates (i) due to (x) death or “Disability” Disability (as defined below), the Company shall issue within 30 days, or cause there to be transferred within 30 days, to the Employee or his estate Shares equal to the unvested portion of the RSUs, to the extent not previously canceled or forfeited, or (ii) without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (the "Employment Agreement"), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all unvested portion of the RSUs, to the extent not previously settled, cancelled canceled or forfeited, shall immediately become vested 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 the Company on a specified date shall have no force or effect. "Disability" shall mean the Employee is unable to perform the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five day period. Upon making a determination of Disability, the Company shall issue, or cause there to be transferred, to determine the Executive 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute a release in accordance with Section 6(g) date of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case Employee's termination of the Executive’s death)employment.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on May 24April 15, 20232005, the Company shall issue, or cause there to be transferred, to the Executive ____ Shares Employee four hundred thousand (400,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement Agreement, if the Employee continues to be employed by the Company on April 14, 2005. (as adjusted b) Subject to earlier issuance pursuant to Section 2 abovethe terms of this Agreement or the Plan, if applicable)on April 15, and (ii) on May 24, 20242006, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares Employee seven hundred and sixty-seven thousand (767,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement (as adjusted pursuant to Section 2 aboveAgreement, if applicable)7, in each case if the Executive Employee continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinApril 14, 2006. (bc) If the Executive’s Employee's employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s Employee's employment with Sirius XM is terminated terminates (i) due to (x) death or “Disability” Disability (as defined below), the Company shall issue within 30 days, or cause there to be transferred within 30 days, to the Employee or his estate Shares equal to the unvested portion of the RSUs, to the extent not previously canceled or forfeited, or (ii) 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), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all unvested portion of the RSUs, to the extent not previously settled, cancelled canceled or forfeited, shall immediately become vested 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 the Company on a specified date shall have no force or effect. "Disability" shall mean the Employee is unable to perform the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five day period. Upon making a determination of Disability, the Company shall issue, or cause there to be transferred, to determine the Executive 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute a release in accordance with Section 6(g) date of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case Employee's termination of the Executive’s death)employment.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on May 24April 16, 20232007, the Company shall issue, or cause there to be transferred, to the Executive ____ Shares Employee one hundred thousand (300,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement (as adjusted pursuant to Section 2 aboveAgreement, if applicable), and (ii) on May 24, 2024, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)7, in each case if the Executive Employee continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinApril 15, 2007. (b) If the ExecutiveEmployee’s employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the ExecutiveEmployee’s employment with Sirius XM is terminated terminates (i) due to death the Company shall issue within 30 days, or cause there to be transferred within 30 days, to the Employee or his estate Shares equal to the unvested portion of the RSUs, to the extent not previously canceled or forfeited, or (xii) death due to or Disability (as defined below), without Cause (as defined in the Amended and Restated Employment Agreement, dated as of March 11, 2005 (as amended, supplemented or otherwise modified, the “Disability” Employment Agreement”), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all unvested portion of the RSUs, to the extent not previously settled, cancelled canceled or forfeited, shall immediately become vested 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 the Company on a specified date shall have no force or effect. “Disability” shall mean the Employee is unable to perform the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five day period. Upon making a determination of Disability, the Company shall issuedetermine the date of the Employee’s termination of employment. The waiver of the condition that the Employee be an employee of the Company contained above in the event of the termination of the Employee due to Disability, without Cause or cause there to by the Employee for Good Reason shall be transferred, to conditioned upon the Executive 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute Employee executing a release in accordance with Section 6(g6(f) of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case of the Executive’s death)Agreement.

Issuance of Shares subject to RSUs. (a) On the date hereof, the Company shall issue, or cause there to be transferred, to the Employee two hundred and fifty eight thousand (258,000) Shares, representing an equal number of the RSUs granted to the Employee under this Agreement. (b) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on May 24April 15, 20232005, the Company shall issue, or cause there to be transferred, to the Executive ____ Shares Employee four hundred and twenty five thousand (425,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement Agreement, if the Employee continues to be employed by the Company on April 14, 2005. (as adjusted c) Subject to earlier issuance pursuant to Section 2 abovethe terms of this Agreement or the Plan, if applicable)on April 15, and (ii) on May 24, 20242006, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares Employee five hundred and seventy five thousand (575,000) Shares, representing an equal number of the RSUs granted to the Executive Employee under this Agreement (as adjusted pursuant to Section 2 aboveAgreement, if applicable)7, in each case if the Executive Employee continues to be employed by Sirius XM the Company on each of these dates other than as specifically stated hereinApril 14, 2006. (bd) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, on April 15, 2007, the Company shall issue, or cause there to be transferred, to the Employee three hundred and seventeen thousand (317,000) Shares, representing an equal number of the RSUs granted to the Employee under this Agreement, if the Employee continues to be employed by the Company on April 14, 2007. (e) If the Executive’s Employee's employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the Executive’s Employee's employment with Sirius XM is terminated terminates (i) due to (x) death or “Disability” Disability (as defined below), the Company shall issue within 30 days, or cause there to be transferred within 30 days, to the Employee or his estate Shares equal to the unvested portion of the RSUs, to the extent not previously canceled or forfeited, or (ii) without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (the "Employment Agreement"), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all unvested portion of the RSUs, to the extent not previously settled, cancelled canceled or forfeited, shall immediately become vested 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 the Company on a specified date shall have no force or effect. "Disability" shall mean the Employee is unable to perform the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five day period. Upon making a determination of Disability, the Company shall issue, or cause there to be transferred, to determine the Executive 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute a release in accordance with Section 6(g) date of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case Employee's termination of the Executive’s death)employment.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to this Section 4(a) or the terms of this Agreement or the Plan, (i) on May 24July 1, 2023, 2010 the Company shall issue, or cause there to be transferred, to the Executive ____ Employee a number of Shares representing an equal to the aggregate number of RSUs granted to the Executive Employee under this Agreement (as adjusted pursuant rounded up to Section 2 abovethe next whole Share, if applicable)) if the Employee continues to be employed by the Company on June 30, and (ii) 2010. Notwithstanding anything to the contrary contained in the preceding sentence, on May 24March 15, 2024, 2008 the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Employee a number of Shares representing an equal to the aggregate number of RSUs granted to the Executive Employee under this Agreement (as adjusted pursuant rounded up to Section 2 abovethe next whole Share, if applicable)7, in each case applicable) if the Executive Employee continues to be employed by Sirius XM the Company on each March 14, 2008 and the Company satisfies performance criteria established by the Board of these dates other than as specifically stated hereinDirectors of the Company, or the Compensation Committee thereof, for the year ending December 31, 2007. The Company shall deliver to the Employee a notice setting forth in reasonable detail such performance criteria. (b) If the ExecutiveEmployee’s employment with Sirius XM Company terminates for any reason, the RSUs shall immediately terminate without consideration; provided that if the ExecutiveEmployee’s employment with Sirius XM is terminated terminates (i) due to death, the Company shall issue within 30 days, or cause there to be transferred within 30 days, to the Employee or his estate Shares equal to the unvested portion of the RSUs, to the extent not previously canceled or forfeited, or (xii) death due to Disability (as defined below), without Cause (as defined in the Employment Agreement, dated as of June 3, 2003 (as amended, supplemented or otherwise modified, the “Disability” Employment Agreement”), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement), or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all unvested portion of the RSUs, to the extent not previously settled, cancelled canceled or forfeited, shall immediately become vested 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 the Company on a specified date shall have no force or effect. “Disability” shall mean the Employee is unable to perform the essential duties and functions of his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five day period. Upon making a determination of Disability, the Company shall issuedetermine the date of the Employee’s termination of employment. The waiver of the condition that the Employee be an employee of the Company contained above in the event of the termination of the Employee due to Disability, without Cause or cause there to by the Employee for Good Reason shall be transferred, to conditioned upon the Executive 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute Employee executing a release in accordance with Section 6(g6(f)(i) of the Employment Agreement (except that the Company’s general counsel may waive such requirement in the case of the Executive’s death)Agreement.

Issuance of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on May 2431, 20232022, 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 above, if applicable), and (ii) on May 2431, 20242023, the Company shall issue, or cause there to be transferred, 5 The “Grant Date,” as defined in the Employment Agreement. 6 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. to the Executive _____ Shares Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2 above, if applicable)7applicable), in each case case, if the 3 Number to be determined in accordance with Section 4(b)(ii) of the Employment Agreement. Executive continues to be employed by Sirius XM on each of these dates 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 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), then (1) if such termination occurs before May 24, 2022, the RSUs, to the extent not previously settled, cancelled or forfeited, that would have vested on May 24, 2023 shall immediately become vested and the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement that become vested as a result of the foregoing (to the extent not previously transferred, cancelled or forfeited), as adjusted pursuant to Section 2 above; and (2) if such termination occurs on or after May 24, 2022, all 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 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. In order for the Executive to receive any accelerated vesting pursuant to this Section 4(b), the Executive must execute a release in accordance with Section 6(g) of the Employment Agreement (except that the Company’s general counsel General Counsel may waive such requirement in the case of the Executive’s death).