Common use of Stock Option Grants Clause in Contracts

Stock Option Grants. EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. ("XM Stock") on the following terms. (a) On the Effective Date, XM will grant EMPLOYEE an option to purchase Three Hundred Thousand (300,000) shares of XM Stock. On the first anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. (b) The options granted pursuant to Article 3.7 (a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's Form S-8 Registration Statement.

Stock Option Grants. EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. ("“XM Stock"”) on the following terms. (a) On the Effective DateDate of the Amendment, XM will grant EMPLOYEE an option to purchase Three Hundred Fifty Thousand (300,000350,000) shares of XM Stock. On Additional stock options shall be awarded at the first anniversary discretion of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares Compensation Committee and the Board of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM StockDirectors. (b) The options granted pursuant to Article 3.7 (a3.7(a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In addition to the annual vesting requirement, the initial options granted upon the amendment of the contract shall also require that EMPLOYEE will not sell, pledge or otherwise dispose of shares issued upon the exercise of such initial options until the first to occur of the following: (i) the average closing price of XM Stock on the Nasdaq National Market system, or principal stock exchange on which shares of XM Stock are then listed, over any 20 consecutive trading days following the date of grant equals or exceeds $10, or (ii) seven years have elapsed since the date of grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's ’s Form S-8 Registration Statement.

Stock Option Grants. EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. ("XM Stock") on the following terms. (a) On the Effective Date, XM will the Company shall grant EMPLOYEE an Executive a stock option to purchase Three Hundred Thousand 1,500,000 shares (300,000the "Initial Option") shares of XM Stock. On the first anniversary of the Effective DateCompany's common stock, provided that EMPLOYEE is still employed by XMpar value $.001 per share (the "Common Stock"). The Initial Option shall be granted under and be subject to the terms of the Company's 2000 Stock Option Plan, XM will grant EMPLOYEE as amended (the "2000 Plan"). The Initial Option shall be an incentive stock option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. (b) The options granted pursuant to Article 3.7 (a) hereof will be non-qualifiedmaximum extent allowable under applicable law. The exercise price for the Initial Option shall be the fair market value of the Common Stock on the Effective Date. The Initial Option shall vest as follows: 25% of the shares shall vest and be exercisable on the one year anniversary date of this Agreement and the remaining shares shall vest monthly in equal increments over the next 36 months. In addition, subject to stockholder approval at the annual meeting of the Company's stockholders anticipated to be held in May 2005 of an increase in the authorized number of shares reserved under the 2000 Plan or stockholder approval at such options shall be, with respect to each grantmeeting for implementation of a restricted stock plan, the closing Compensation Committee shall at its sole discretion either: (a) grant Executive an option to purchase an additional 1,500,000 shares of Common Stock at an exercise price equal to the fair market value of XM the Common Stock on the date the Company obtains such stockholder approval of grant. the share reserve under the 2000 Plan; or (cb) Subject issue to Executive a number of shares of restricted Common Stock equal to the provisions value of Article 4 hereofthe option grant in subclause (a). If the Board elects to issue restricted stock to Executive, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third minimum number of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise Executive shall be 750,000. This additional compensatory equity grant, whether a stock option or restricted stock grant, shall vest over a four year period, 25% vesting on the one year anniversary of the options granted pursuant Effective Date and the remainder vesting monthly over three years. Solely in the event the stockholders do not approve either an increase in the share reserve under the 2000 Plan or implementation of a restricted stock plan, then the Compensation Committee shall cause to Article 3.7(a) hereof will be registered for sale issued on January 1, 2006, a stock option to purchase 1,500,000 shares of the Company's common stock at an exercise price equal to the public closing price for the Common Stock on XM's Form S-8 Registration Statementthe immediately preceding trading date and vesting 25% as of January 1, 2006, the remainder vesting monthly over three years. This option grant, or the option or restricted stock grant set out in the preceding paragraph, is referred to as the "Subsequent Grant."

Stock Option Grants. EMPLOYEE shall receive options (i) In periods prior to purchase the Amendment Date, you received awards in respect of Employer’s Class A common stock of XM Satellite Radio Holdings Inc. B Common Stock ("XM Stock") on the following terms“Shares”). (aii) On the Effective Date, XM will grant EMPLOYEE an option to purchase Three Hundred Thousand (300,000) shares of XM Stock. On the first anniversary of the Effective Date, provided that EMPLOYEE is still For periods after 2009 and continuing for so long as you remain employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. (b) The options granted pursuant to Article 3.7 this Agreement, you will receive an annual award of stock options with a value, determined under the Financial Accounting Standards Codification (aFASB ASC) hereof Topic 718, employing the same assumptions and methodologies as used for Employer’s financial statements, of Six Million Dollars ($6,000,000). Each award of stock options will be non-qualified. The have a per share exercise price for such options shall be, with respect equal to each grant, the per share closing price of XM Stock the Shares on the date of grant, a term of eight years and will vest in four equal annual installments on the first four anniversaries of the grant date (or, if earlier, on the last day of the Employment Term) assuming that your employment with Employer continues through the relevant vesting date (but subject to accelerated vesting as provided in this Agreement). Each annual award of stock options pursuant to this paragraph 4(a)(ii) will be made to you at the same time that Employer awards stock options to its other senior executives, but no later than June 30 of each calendar year. (ciii) Subject In addition to the provisions annual stock option awards described in paragraph 4(a)(ii), on the third business day following the date (the “Announcement Date”) on which the Company publicly announces the extension of Article 4 hereofthe Employment Term pursuant to this Agreement, you will receive an award of stock options under the LTMIP to purchase an aggregate of two million (2,000,000) Shares with a per share exercise price equal to the per share closing price of the Shares on such date. The stock options awarded to you on the Announcement Date shall have a term of eight years and shall vest in four equal annual installments on the first four anniversaries of the Announcement Date assuming that your employment with Employer continues through the relevant vesting date (but subject to accelerated vesting as provided in this Agreement). (iv) Except as otherwise provided herein, your stock options will have exercisability, expiration and other terms and conditions that conform to Employer’s standard practices for stock options awarded to senior executives and that are no less favorable to you than the terms applicable to any other senior executive of the Company awarded stock options at the same time. Any Shares delivered upon exercise of any stock options granted pursuant to Article 3.7(athis Agreement will be fully vested and nonforfeitable and registered on Form S-8 or a different registration statement of similar import. (v) hereof will vest Following the termination of your employment with Employer for any reason other than a termination of your employment pursuant to paragraph 10(a), any stock options granted to you by the Employer either before, on or after the Amendment Date shall remain outstanding and become exercisable on until the following schedule: with respect to each grant, one third end of the shares covered by three (3) year period from the Termination Date (as defined in Section 10(d)(i)) or, if earlier, the stock option’s normal expiration date; provided that, if the applicable option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds nonaward specifically provides for a longer post-vested options at the time his employment by XM terminatesperiod to exercise such option, such non-vested longer period shall apply. By executing this Agreement, the parties agree that any stock options shall vest or granted to you prior to the Amendment Date shall be forfeited, as the case may be, in accordance with deemed amended to reflect the provisions of Article 4 hereofthis paragraph 4(a)(v). (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's Form S-8 Registration Statement.

Stock Option Grants. EMPLOYEE Promptly after the date hereof, and as additional compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company shall receive cause Parent to grant to Executive non-qualified stock options pursuant to its 2003 Stock Option Plan to purchase shares of Parent common stock, as follows: (i) The Company shall cause Parent to grant to Executive a non-qualified stock option (“Parent Bonus Options”) under its 2003 Stock Option Plan to purchase an aggregate of 300,000 shares of Parent common stock, which shall vest and become exercisable as follows: (1) options to purchase Class A 100,000 shares vest at such time as the closing bid price of Parent’s common stock exceeds $3.00 for ten consecutive trading days during the Term; (2) options to purchase 100,000 shares vest at such time as the closing bid price of XM Satellite Radio Holdings Inc. Parent’s common stock exceeds $5.00 for ten consecutive trading days during the Term; and ("XM Stock"3) options to purchase 100,000 shares vest at such time as the closing bid price of Parent’s common stock exceeds $7.00 for ten consecutive trading days during the Term. The shares underlying the Bonus Stock Options shall be exercisable at a price equal to the closing price of Parent’s common stock on the following termsdate of this Agreement. The Bonus Stock Options shall be governed by the terms of a separate stock option agreement to be entered into between Executive and Parent. (aii) On The Company shall cause Parent to grant to Executive a non-qualified stock option (“Parent Option,” and together with the Effective DateParent Bonus Options, XM will grant EMPLOYEE an option the “Parent Stock Options”) under the 2003 Stock Option Plan to purchase Three Hundred Thousand (300,000) an aggregate of 100,000 shares of XM Stock. On the first Parent common stock, which shall vest in three equal installments on each anniversary of this Agreement. The shares underlying the Effective Date, provided that EMPLOYEE is still employed Parent Options shall be exercisable at a price equal to the closing price of Parent’s common stock on the date of this Agreement. The Parent Options shall be governed by XM, XM will grant EMPLOYEE an the terms of a separate stock option agreement to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stockbe entered into between Executive and Parent. (biii) The Options granted to Executive prior to the date of this Agreement (175,000 options granted pursuant to Article 3.7 (a) hereof will be non-qualified. The exercise price for the Parent Employment Agreement, 25,000 granted by the Board of Directors of Parent on or about April 14, 2004), shall survive termination of the Parent Employment Agreement and such options shall be, with respect continue to each grant, the closing price of XM Stock on the date of grant. (c) Subject vest according to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third their specified schedules as long as Executive remains a member of the shares covered by the option shall become exercisable on the first anniversary Board of the grant, one third Directors of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereofParent. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's Form S-8 Registration Statement.

Stock Option Grants. EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. ("“XM Stock"”) on the following terms. (a) On the Effective DateDate of this Agreement, XM will grant EMPLOYEE an option to purchase Three Seven Hundred Fifty Thousand (300,000750,000) shares of XM Stock. On Subsequent grants of options shall be at the first anniversary sole discretion of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares Board of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM StockDirectors. (b) The options granted pursuant to Article 3.7 (a3.7(a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were grantedgranted For seven years following the Effective Date, shares underlying vested options granted pursuant to article 3.7(a) may not be sold at any time that the current trading price of XMSR Class A Common Stock does not represent at least a 10% increase over the exercise price. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, however, such vested options may be exercised (and the aforementioned restriction shall terminate) within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's ’s Form S-8 Registration Statement.

Stock Option Grants. EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. ("XM Stock") on the following terms. (a) On the Effective Date, XM will the Company shall grant EMPLOYEE an Executive a stock option to purchase Three Hundred Thousand 1,500,000 shares (300,000the "Initial Option") shares of XM Stock. On the first anniversary of the Effective DateCompany's common stock, provided that EMPLOYEE is still employed by XMpar value $.001 per share (the "Common Stock"). The Initial Option shall be granted under and be subject to the terms of the Company's 2000 Stock Option Plan, XM will grant EMPLOYEE as amended (the "2000 Plan"). The Initial Option shall be an incentive stock option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. (b) The options granted pursuant to Article 3.7 (a) hereof will be non-qualifiedmaximum extent allowable under applicable law. The exercise price for the Initial Option shall be the fair market value of the Common Stock on the Effective Date. The Initial Option shall vest as follows: 25% of the shares shall vest and be exercisable on the one year anniversary date of this Agreement and the remaining shares shall vest monthly in equal increments over the next 36 months. In addition, subject to stockholder approval at the annual meeting of the Company's stockholders anticipated to be held in May 2005 of an increase in the authorized number of shares reserved under the 2000 Plan or stockholder approval at such options shall be, with respect to each grantmeeting for implementation of a restricted stock plan, the closing Compensation Committee shall at its sole discretion either: (a) grant Executive an option to purchase an additional 1,500,000 shares of Common Stock at an exercise price equal to the fair market value of XM the Common Stock on the date the Company obtains such stockholder approval of grant. the share reserve under the 2000 Plan; or (cb) Subject issue to Executive a number of shares of restricted Common Stock equal to the provisions value of Article 4 hereofthe option grant in subclause (a). If the Board elects to issue restricted stock to Executive, the options granted pursuant minimum number of shares to Article 3.7(a) hereof will be issued to Executive shall be 750,000. This additional compensatory equity grant, whether a stock option or restricted stock grant, shall vest and become exercisable over a four year period, 25% vesting on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first year anniversary of the Effective Date and the remainder vesting monthly over three years. Solely in the event the stockholders do not approve either an increase in the share reserve under the 2000 Plan or implementation of a restricted stock plan, then the Compensation Committee shall cause to be issued on January 1, 2006, a stock option to purchase 1,500,000 shares of the Company's common stock at an exercise price equal to the closing price for the Common Stock on the immediately preceding trading date and vesting 25% as of January 1, 2006, the remainder vesting monthly over three years. This option grant, one third of the shares covered by or the option or restricted stock grant set out in the preceding paragraph, is referred to as the "Subsequent Grant." If the Company elects to fail to renew the contract in accordance with Section 3 or otherwise terminates this Agreement without Cause (as defined in Section 7.7) at any time, the Subsequent Grant (if it has not already been made as provided above) shall become exercisable on nonetheless be issued even if the second anniversary of the grantCompany chooses to terminate this Agreement without Cause effective December 31, 2005 or at any time, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested all options at the time his employment by XM terminates, such non-vested options shall vest (or shall be forfeitedrestricted stock, as the case may be) under the Initial Option grant and Subsequent Grant shall accelerate vest effective December 31, in accordance with 2005 (for the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise portion of the options granted pursuant as of that date for failure to Article 3.7(arenew this Agreement or otherwise terminate this Agreement) hereof will be registered and/or the date of termination of this Agreement. If, on or after a Change of Control (as defined herein), Executive's employment with the Company terminates due to an involuntary termination of Executive by the Company other than for sale "Cause" (as defined in Section 7.7) or by Executive for "Good Reason" (as defined in Section 7.7), then all of Executive's Company stock options or restricted stock grants shall immediately accelerate and become fully vested and exercisable immediately prior to the public on XM's Form S-8 Registration StatementChange of Control.

Stock Option Grants. EMPLOYEE Effective as of the closing date of the Transaction, the Company shall receive grant to Employee nonqualified stock options to purchase Class A common stock shares of XM Satellite Radio Holdings Inc. Common Stock of Pennzoil-Quaker State Company, par value $_____ per share ("XM Common Stock"), with an aggregate grant value of $3,700,000 based on a granx xxxxx ("Xranx Xxxxx") xqual to the average for each of the five trading days following the date of the Transaction of the mean between the highest and the lowest sale prices per share of Common Stock on the New York Stock Exchange (Composite Tape) (such mean being the "NYSE Price") on each such day ("Initial Stock Option"). The actual number of shares subject to the following terms. Initial Stock Option shall be determined by dividing 3,700,000 by the Granx Xxxxx. Xxe terms and conditions of such Initial Stock Option shall be substantially similar to those applicable to options previously granted under Pennzoil's stock option plans to key executive employees of Pennzoil and shall include (ai) On a term of ten years, (ii) incremental vesting and exercisability of options at the Effective Daterate of 33 1/3% of the shares subject to the option per year on the first, XM will grant EMPLOYEE an option to purchase Three Hundred Thousand (300,000) shares second and third anniversaries of XM Stock. On the first Transaction closing date so that cumulatively after the end of the third anniversary of the Effective Dateclosing date of the Transaction, 100% of the options shall be exercisable, (iii) provision for exercisability of all options in the event of death, retirement or disability, (iv) acceleration of all options in the event of a change in control of the Company and (v) other terms no less favorable to Employee than those reflected in this Agreement or in the form of option agreement attached hereto as Exhibit A. The Initial Stock Option shall be subject to a stock option agreement entered into between the -3- 4 parties hereto on terms consistent with the foregoing; provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an the option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary shall be effective as of the Effective Dateclosing date of the Transaction in accordance with the terms and conditions contained herein, provided that EMPLOYEE is still employed irrespective of whether a stock option agreement has been executed by XM, XM will the parties. Employee shall be granted additional stock options in an amount and with a frequency consistent with the Company's stock option grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. (b) The options granted pursuant to Article 3.7 (a) hereof will be nonpolicy under the Company's applicable long-qualified. The exercise price for such options shall be, term incentive plans with respect to each grant, similarly situated Company employees. Employee's 1999 stock option grant shall cover a number of shares of Common Stock that is at least equal to the closing price number determined by dividing 1,017,500 by the NYSE Price of XM the Common Stock on for the day preceding the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's Form S-8 Registration Statement.

Stock Option Grants. EMPLOYEE (i) Executive shall receive options an option under the LTIP to purchase Three Million (3,000,000) shares of the Company’s Class A common stock B Convertible Preferred Stock, par value $0.0001 per share (the “Class B Convertible Preferred Stock”), following the close of XM Satellite Radio Holdings Inc. ("XM Stock") trading on the Over the Counter Bulletin Board or other national exchange on the third trading day following termsthe Company’s public announcement of the arrangements set forth in this Agreement (the “2010 Option Grant Date”), provided that Executive is employed by Company on the 2010 Option Grant Date (the “2010 Option”). The 2010 Option shall have a term of seven (7) years and shall have an exercise price equal to the closing price of one share of Common Stock on the 2010 Option Grant Date. The 2010 Option shall vest in four (4) equal installments on each of the first, second, third and fourth anniversaries of the 2010 Option Grant Date, provided that on each respective vesting date, Executive remains employed with the Company, and subject to acceleration and all other applicable provisions of this Agreement. Except as otherwise provided herein, the terms and conditions set forth in an option agreement evidencing the 2010 Option shall be no less favorable to Executive than the terms and conditions generally applicable to other senior executives of the Company. (aii) On the Effective Date, XM will grant EMPLOYEE an option to purchase Three Hundred Thousand (300,000) shares of XM Stock. On the first anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. 2010 Option Grant Date (b) The options granted pursuant to Article 3.7 (a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on or if the first anniversary of the grant2010 Option Grant Date is not a trading day, one third on the first trading day after such first anniversary) (the “2011 Option Grant Date”), Executive shall receive an option under the LTIP to purchase an additional Three Million (3,000,000) shares of Class B Convertible Preferred Stock, provided that Executive are employed by the Company on the 2011 Option Grant Date (the “2011 Option”); provided, however, that the number of shares of Class B Convertible Preferred Stock subject to the 2011 Option shall be increased to the extent that a greater number of shares is required to deliver an Option Grant Date Value (as hereinafter defined) that, when combined with the Option Grant Date Value of the 2010 Option, is equal to Two Million Dollars ($2,000,000); provided, further, that (a) in no event shall the number of shares covered by of Class B Convertible Preferred Stock subject to the option shall become exercisable on the second anniversary 2011 Option exceed Four Million (4,000,000) shares of the grantClass B Convertible Preferred Stock, and one third (b) the Compensation Committee shall retain the discretion to reduce the number of shares of Class B Convertible Preferred Stock subject to the 2011 Option, but not below 3,000,000 shares, if the Compensation Committee determines that the Company’s financial and stock performance during calendar year 2010 is significantly worse than the financial and stock performance relative to its diversified media and entertainment peer companies. The minimum and the maximum number of shares covered by to be granted under the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or 2011 Option shall be forfeited, as equitably adjusted in the case may beof a stock split, spin-off, etc. in accordance with the adjustment provisions of Article 4 hereofthe LTIP. The Option Grant Date Values of the 2010 Option and 2011 Option shall be determined as of their respective grant dates. For purposes of this Agreement, the “Option Grant Date Value” of a stock option shall equal the grant date fair value determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) Topic 718, Compensation — Stock Compensation, employing the same assumptions and methodologies that are applied for purposes of the Company’s financial accounting statements. The 2011 Option shall vest in four (4) equal installments, with the first three installments vesting on each of the first, second and third anniversaries of the 2011 Option Grant Date and the fourth installment vesting on the last day of the original Term, provided that on each respective vesting date, Executive remains employed with the Company, and subject to acceleration and all other applicable provisions of this Agreement. The 2011 Option shall have a term of seven (7) years and shall have an exercise price equal to the closing price of one share of Common Stock on the 2011 Option Grant Date. Except as otherwise provided herein, the terms and conditions set forth in an option agreement evidencing the 2011 Option shall be no less favorable to Executive than the terms and conditions generally applicable to other senior executives of the Company. (diii) Vested During each of the calendar years 2012, 2013, 2014, 2015, 2016 and 2017, the Compensation Committee will consider granting to Executive additional stock options to purchase shares of the Company’s Class B Convertible Preferred Stock under the LTIP as and when other senior members of the Company’s management team reporting to Executive are considered for annual equity grants by the Compensation Committee (any such discretionary option grant, a “Discretionary Option Grant”); provided, however, that such consideration by the Compensation Committee does not guarantee (and should not be construed as a guarantee) that Executive will receive a Discretionary Option Grant in any such calendar year. The amount of any such grant(s) will be determined by the Compensation Committee, in its sole and reasonable discretion, with the objective and intent of creating shareholder value by maintaining the long-term incentive for Executive with regard to Executive’s existing and future equity holdings and equity-based awards that is consistent with the projected level of incentive and value for Executive from such equity holdings and equity-based awards that the Compensation Committee (with input from its independent compensation consultant) originally intended to establish, throughout the Term. The Compensation Committee, when considering whether it believes any such Discretionary Option Grant may be exercised within ten (10) years of appropriate, will take into account the date on which they were grantedCompany’s financial and stock performance relative to its diversified media and entertainment peer companies, and, in particular whether the Company’s financial and stock performance is due, at least in part, to operating factors that have generally affected companies in the industry in a similar fashion. In Any Discretionary Option Grant shall be subject to the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods terms and conditions set forth in Article 4 hereof. (e) XM agrees that the XM Stock agreement evidencing such grant, which, except as otherwise provided herein, shall be no less favorable to be issued Executive than the terms and conditions generally applicable to EMPLOYEE upon his exercise other senior executives of the options granted pursuant Company, provided that any such Discretionary Option Grant will provide for vesting in full not later than the last day of the Original Employment Term (provided Executive remain employed on such date), and subject to Article 3.7(a) hereof will be registered for sale to the public on XM's Form S-8 Registration Statementacceleration and all other applicable provisions of this Agreement.

Stock Option Grants. EMPLOYEE The Corporation shall receive grant to the Executive, options to purchase Class A an aggregate of 25,000 shares of common stock of XM Satellite Radio Holdings Inc. stock, par value $0.001 per share ("XM Common Stock"), of the Corporation, which Options shall be restricted and non-transferable, as set forth in the Company's Amended and Restated Stock Option and Stock Award Plan (the "Stock Option Plan") and, to the extent that Executive is employed by the Corporation on the following terms. (a) On vesting dates, the Effective Date, XM will grant EMPLOYEE an option to purchase Three Hundred Thousand (300,000) shares of XM Stock. On the first anniversary Options shall vest as follows: 6,250 of the Effective DateOptions shall vest on the Grant Date as defined in the Stock Option Agreement, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares of XM Stock. On the second anniversary 6,250 of the Effective DateOptions shall vest 12 months following the Grant Date as defined in the Stock Option Agreement, provided that EMPLOYEE is still employed by XM6,250 of the Options shall vest 24 months following the Grant Date as defined in the Stock Option Agreement, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares and 6,250 of XM Stock. (b) The options granted pursuant to Article 3.7 (a) hereof will be non-qualifiedthe Options shall vest 36 months following the Grant Date as defined in the Stock Option Agreement. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third term of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or Options shall be forfeited, as the case may be, in accordance with the provisions for a period of Article 4 hereof. (d) Vested options may be exercised within ten (10) years following the date of the date on which they were granted. In grant of the event that EMPLOYEE holds unexercised vested options at Options hereunder and the time his employment by XM terminates, Options shall be subject to such vested options may be exercised within other terms and conditions not inconsistent with the time periods terms of this Agreement as are set forth in Article 4 hereof. (e) XM agrees that the XM Stock Option Agreement, in the form attached hereto as Exhibit A, to be issued executed by the Company and the Executive, the Stock Option Plan and as determined by the Board of Directors or any committee thereof. The Options shall be incentive stock options to EMPLOYEE upon his exercise the extent permitted by law in each year and, with respect to vested options, shall be exerciseable for a period of 90 days following termination of employment; and the remaining options shall be non-qualified stock options ("NQSOs") which shall be exerciseable for a period of one year following termination of employment. The Executive shall not be entitled to any rights with respect to the shares of Common Stock underlying the Options, including the right to vote or receive dividends or distributions with respect to any of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to shares of Common Stock underlying the public on XM's Form S-8 Registration StatementOptions.

Stock Option Grants. EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. ("“XM Stock"”) on the following terms. (a) On the Effective DateDate ofthis Agreement, XM will grant EMPLOYEE an option to purchase Three Seven Hundred Thousand (300,000) shares of XM Stock. On the first anniversary of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred and Fifty Thousand shares of XM Stock. On Subsequent grants of stock options shall be awarded at the second anniversary discretion of the Effective Date, provided that EMPLOYEE is still employed by XM, XM will grant EMPLOYEE an option to purchase One Hundred Fifty Thousand shares Compensation Committee and the Board of XM StockDirectors. (b) The options granted pursuant to Article 3.7 (a3.7(a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. For seven years following the Effective Date, shares underlying vested options granted pursuant to article 3.7(a) may not be sold at any time that the current trading price of XMSR Class A Common Stock does not represent at least a 10% increase over the exercise price. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, however, such vested options may be exercised (and the aforementioned restriction shall terminate) within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM's ’s Form S-8 Registration Statement.