Common use of Termination Without Cause or Resignation for Good Reason Clause in Contracts

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s employment hereunder without Cause, as defined in Article 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s responsibilities or status; (ii) XM’s relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s employment hereunder without Cause, as defined in Article Section 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s responsibilities or status, or a change in his reporting relationships such that EMPLOYEE no longer reports to the Chief Executive Officer or Chairman of XM; (ii) XM’s relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; or (iv) a Change of Control of XM as defined in Article Section 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets; or (v) XM becomes a consolidated subsidiary of an existing or new shareholder, irrespective of ownership interest. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: : (i) XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary annual Bonus (based on the Discretionary Bonus percentage of Base Salary awarded to EMPLOYEE as a Bonus in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two one (21) years year from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (eii) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all All options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (fe) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section Article 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article Section 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s employment hereunder without Cause, as defined in Article 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s responsibilities or status; (ii) XM’s relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) the departure of Xxxx X. Xxxxxxx as Chairman of the Board of Directors of XM, unless the newly named Chairman is reasonably acceptable to EMPLOYEE; or (v) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: : (i) XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, Salary and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year)pro-rated Leadership Bonus, and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (ii) XM shall pay EMPLOYEE’s pro-rated Discretionary Bonus (based on the percentage of Base Salary awarded to EMPLOYEE as a Discretionary Bonus in the prior year), for the portion of the calendar year EMPLOYEE was employed by XM prior to the termination. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. Subject to Section 9, if Employee: (ai) For the purposes of this Agreement, termination is terminated without Cause is any termination by XM of EMPLOYEE’s employment hereunder without “Cause, ,” or (ii) resigns in a “Resignation for Good Reason,” (as defined in Article 4.4(athe Change of Control Agreement), then Employee shall be paid all accrued and unpaid Base Salary and any accrued but unused vacation through the date of termination. In addition, in exchange for Employee’s execution of a release of all claims against the Company and its subsidiaries and affiliates effective as of the date of termination and in substantially the form attached to the Change of Control Agreement: (i) hereof. XM Employee shall effect be eligible to receive severance payments under this Agreement in an amount equal to six months Base Salary and an amount equal to the greater of (x) 15% of Base Salary or (y) 50% of the last bonus, if any, paid to Employee pursuant to Section 4 (the “Severance Payments”), payable on the earliest of (A) the date that is six months and a termination without Cause by giving EMPLOYEE a notice specifying day after Employee’s “separation from service” for any reason, other than death or becoming “disabled” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of Employee’s death or on which Employee becomes “disabled” (as such term is used in Section 409A(a)(2)(C) of the Code), (C) the effective date of a “change in the ownership or effective control” of the Company (as such termination, which term is used in Section 409A(a)(2)(A)(v) of the Code) or (D) the date shall not such payments or benefits are no longer deemed by the Code to be earlier than thirty (30) days after the giving of notice. (b) For the purposes subject to penalty tax or interest. The provisions of this Agreementparagraph shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, Good Reason shall mean: (i) a substantial diminution if any provision of EMPLOYEE’s responsibilities this Agreement would cause Employee to incur any penalty tax or statusinterest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, upon the written request of Employee, reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code and without creating additional cost for the Company; and (ii) XMthe Company’s relocation of EMPLOYEE outside right to repurchase the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE Restricted Shares under the Equity Plans shall have given XM notice lapse and Employee’s ownership of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE Restricted Shares shall be entitled to exercise any of his vested options within eighteen (18) months after terminationfully vested. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s employment hereunder without Cause, as defined in Article 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s responsibilities or status; (ii) XM’s relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) the departure of Xxxx X. Xxxxxxx as Chairman of the Board of Directors of XM, unless the newly named Chairman is reasonably acceptable to EMPLOYEE; or (v) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: : (i) XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (ii) XM shall pay EMPLOYEE’s pro-rated Discretionary Bonus (based on the percentage of Base Salary awarded to EMPLOYEE as a Discretionary Bonus in the prior year), for the portion of the calendar year EMPLOYEE was employed by XM prior to the termination. (iii) Any payment under this Section 4.5(d) shall be made over time or in a present value lump sum payment, at the election of EMPLOYEE. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s employment hereunder without Cause, as defined in Article 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s responsibilities or status; (ii) XM’s relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) a Change of Control of XM as defined in Article 4.5(c) hereof; or (v) the naming of a new Chief Executive Officer of the Company (other than EMPLOYEE or the current Chairman). EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by with the concurrence of at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: : (i) XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (ii) XM shall pay EMPLOYEE’s pro-rated Discretionary Bonus (based on the percentage of Base Salary awarded to EMPLOYEE as a Discretionary Bonus in the prior year), for the portion of the calendar year EMPLOYEE was employed by XM prior to the termination. (iii) Any payment under this Section 4.5(d) shall be made in a present value lump sum payment. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options and restricted shares that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. Subject to Section 10, if Employee: (ai) For the purposes of this Agreement, termination is terminated without Cause is any termination by XM of EMPLOYEE’s employment hereunder without “Cause, ,” or (ii) resigns in a “Resignation for Good Reason,” (as defined in Article 4.4(athe Change of Control Agreement), then Employee shall be paid all accrued and unpaid Base Salary and any accrued but unused vacation through the date of termination. In addition, in exchange for Employee’s execution of a release of all claims against the Company and its subsidiaries and affiliates effective as of the date of termination and in the form attached hereto as Exhibit 2: (i) hereof. XM Employee shall effect be eligible to receive severance payments under this Agreement in an amount equal to 9 months Base Salary and an amount equal to the greater of (x) 26.25% of Base Salary or (y) 75% of the last bonus, if any, paid to Employee pursuant to Section 4(b)(ii) (the “Severance Payments”), payable on the earliest of (A) the date which is six (6) months and a termination without Cause by giving EMPLOYEE a notice specifying day after Employee’s “separation from service” for any reason, other than death or becoming “disabled” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of Employee’s death or on which Employee becomes “disabled” (as such term is used in Section 409A(a)(2)(C) of the Code), (C) the effective date of a “change in the ownership or effective control” of the Company (as such termination, which term is used in Section 409A(a)(2)(A)(v) of the Code) or (D) the date shall not such payments or benefits are no longer deemed by the Code to be earlier than thirty (30) days after the giving of notice. (b) For the purposes subject to penalty tax or interest. The provisions of this Agreementparagraph shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, Good Reason shall mean: (i) a substantial diminution if any provision of EMPLOYEE’s responsibilities this Agreement would cause Employee to incur any penalty tax or statusinterest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, upon the written request of Employee, reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code and without creating additional cost for the Company; and (ii) XMthe Company’s relocation of EMPLOYEE outside right to repurchase the Washington, D.C. area; (iii) a material breach of this Restricted Shares under the Restricted Stock Agreement by XM, provided that EMPLOYEE shall have given XM notice lapse and Employee’s ownership of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE Restricted Shares shall be entitled to exercise any of his vested options within eighteen (18) months after terminationfully vested. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s 's employment hereunder without Cause, as defined in Article 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s 's responsibilities or status; (ii) XM’s 's relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) the departure of Xxxx X. Xxxxxxx as Chairman of the Board of Directors of XM, unless the newly named Chairman is reasonably acceptable to EMPLOYEE; or (v) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s 's assets. (d) In the event EMPLOYEE’s 's employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: : (i) XM shall continue to pay EMPLOYEE’s 's then current Base Salary, if any, Salary and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year)pro-rated Leadership Bonus, and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s 's then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s 's family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (ii) XM shall pay EMPLOYEE's pro-rated Discretionary Bonus (based on the percentage of Base Salary awarded to EMPLOYEE as a Discretionary Bonus in the prior year), for the portion of the calendar year EMPLOYEE was employed by XM prior to the termination. (e) In the event EMPLOYEE’s 's employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. Subject to Section 9, if Employee: (ai) For the purposes of this Agreement, termination is terminated without Cause is any termination by XM of EMPLOYEE’s employment hereunder without “Cause, ,” or (ii) resigns in a “Resignation for Good Reason,” (as defined in Article 4.4(athe Change of Control Agreement), then Employee shall be paid all accrued and unpaid Base Salary and any accrued but unused vacation through the date of termination. In addition, in exchange for Employee’s execution of a release of all claims against the Company and its subsidiaries and affiliates effective as of the date of termination and in substantially the form attached to the Change of Control Agreement, and if Employee is not then entitled to severance benefits under the Change of Control Agreement in connection with such termination or resignation, then (i) hereof. XM Employee shall effect be eligible to receive severance payments under this Agreement in an amount equal to six months Base Salary and an amount equal to the greater of (x) 12.5% of Base Salary or (y) 50% of the last bonus, if any, paid to Employee pursuant to Section 4 (the “Severance Payments”), payable on the earliest of (A) the date that is six months and a termination without Cause by giving EMPLOYEE a notice specifying day after Employee’s “separation from service” for any reason, other than death or becoming “disabled” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of Employee’s death or on which Employee becomes “disabled” (as such term is used in Section 409A(a)(2)(C) of the Code), (C) the effective date of a “change in the ownership or effective control” of the Company (as such termination, which term is used in Section 409A(a)(2)(A)(v) of the Code) or (D) the date shall not such payments or benefits are no longer deemed by the Code to be earlier than thirty (30) days after the giving of notice. (b) For the purposes subject to penalty tax or interest. The payment timing provisions of this Agreementparagraph shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, Good Reason shall mean: (i) a substantial diminution if any provision of EMPLOYEE’s responsibilities this Agreement would cause Employee to incur any penalty tax or statusinterest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, upon the written request of Employee, reform such provision to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code and without creating additional cost for the Company; and (ii) XM’s relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice The vesting of the conduct he believes to constitute the material breach and XM RSU’s shall have failed to remedy such breach within ten (10) days thereafter; (iv) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, accelerate and the amount to be paid to EMPLOYEE by XM, RSU’s shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XMbecome fully vested.

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s employment hereunder without Cause, as defined in Article 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s responsibilities or status; (ii) XM’s relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s assets. (d) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: : (i) XM shall continue to pay EMPLOYEE’s then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (ii) Any payment under this Section 4.5(d) shall be made over time or in a present value lump sum payment, at the election of EMPLOYEE. (e) In the event EMPLOYEE’s employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.

Termination Without Cause or Resignation for Good Reason. (a) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEE’s 's employment hereunder without Cause, as defined in Article 4.4(a) hereof. XM shall effect a termination without Cause by giving EMPLOYEE a notice specifying the effective date of such termination, which date shall not be earlier than thirty (30) days after the giving of notice. (b) For the purposes of this Agreement, Good Reason shall mean: (i) a substantial diminution of EMPLOYEE’s 's responsibilities or status; (ii) XM’s 's relocation of EMPLOYEE outside the Washington, D.C. area; (iii) a material breach of this Agreement by XM, provided that EMPLOYEE shall have given XM notice of the conduct he believes to constitute the material breach and XM shall have failed to remedy such breach within ten (10) days thereafter; (iv) a Change of Control of XM as defined in Article 4.5(c) hereof. EMPLOYEE shall effect a termination by resignation for Good Reason by giving XM a notice specifying the effective date of such termination. (c) For the purposes of this Agreement, a Change of Control will occur where (i) any person or group becomes beneficial owner of securities of XM representing more than 40% of the then voting power of XM; (ii) Board members (together with new members appointed by at least two thirds (2/3) of those members) at the beginning of a two-year period no longer constitute two thirds (2/3) of the Board during such two-year period; (iii) a merger/consolidation of XM occurs wherein the XM voting securities immediately prior thereto do not constitute at least sixty percent (60%) of the combined voting securities after the merger/consolidation; or (iv) the stockholders approve a plan of complete liquidation or winding-up or an agreement for the sale or disposition of all or substantially all of XM’s 's assets. (d) In the event EMPLOYEE’s 's employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason: : (i) XM shall continue to pay EMPLOYEE’s 's then current Base Salary, if any, and Discretionary Bonus (based on the Discretionary Bonus awarded to EMPLOYEE in the prior year), and shall continue to make all applicable benefits available to EMPLOYEE, in accordance with XM’s 's then-prevailing executive payroll practices, for two (2) years from such termination. With respect to the health, medical, dental, or similar benefits which EMPLOYEE (and/or members of EMPLOYEE’s 's family) were receiving, XM may pay EMPLOYEE an amount equal to his cost for obtaining equivalent coverage, as an alternative to continuing such benefits. (e) In the event EMPLOYEE’s 's employment is terminated by XM without Cause or by EMPLOYEE by resignation for Good Reason, all options that have been granted to EMPLOYEE shall immediately vest and become exercisable, and EMPLOYEE shall be entitled to exercise any of his vested options within eighteen (18) months after termination. (f) If, as a result of a Change of Control, it is determined that EMPLOYEE would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, XM shall reimburse EMPLOYEE for the amount of such tax, and shall pay EMPLOYEE such additional amount as may be necessary to place EMPLOYEE in the same financial position that he would have been in if he had not incurred such excise tax liability. All determinations under this Article 4.5(f), including whether EMPLOYEE is liable for the excise tax, and the amount to be paid to EMPLOYEE by XM, shall be made by a nationally-recognized accounting firm to be selected by EMPLOYEE and paid by XM.