0001193125-07-128074 Sample Contracts

Contract
Restricted Stock Agreement • June 1st, 2007 • Xm Satellite Radio Holdings Inc • Communications services, nec

By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the Plan. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.

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Contract
Non-Qualified Stock Option Agreement • June 1st, 2007 • Xm Satellite Radio Holdings Inc • Communications services, nec

By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is also attached. You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the Plan. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.

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