Common use of Grant of Option; Vesting Clause in Contracts

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of , the closing price of such common stock on The Nasdaq Global Select Market on [[INSERT DATE OF CLOSING PRICE]] (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amended. In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Plan. (b) Subject to the terms and conditions of this Section 1(b), this Option shall vest and be exercisable as follows: (i) Shares shall vest and become exercisable on August , 2012 if the Employee continues to be employed by the Company on August , 2012; (ii) Shares shall vest and become exercisable on August , 2013 if the Employee continues to be employed by the Company on August , 2013; (iii) Shares shall vest and become exercisable on August , 2014 if the Employee continues to be employed by the Company on August , 2014; and (iv) Shares shall vest and become exercisable on August , 2015 if the Employee continues to be employed by the Company on August , 2015.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Amended and Restated Sirius XM Satellite Radio Inc. 2009 2003 Long-Term Stock Incentive Plan (as amended, the “Plan”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to one million three hundred and fifty thousand (1,350,000) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of , the closing price of such common stock on The Nasdaq Global Select Market on [[INSERT DATE OF CLOSING PRICE]] $5.54 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amendedamended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Plan. (b) Subject to the terms and conditions of this Section 1(b), this Option the Shares shall vest and be exercisable as follows: (i) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and become exercisable on August February 2, 2012 2007 if the Employee continues to be employed by the Company on August February 2, 20122007; (ii) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and become exercisable on August February 2, 2013 2008 if the Employee continues to be employed by the Company on August February 2, 20132008; (iii) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and become exercisable on August February 2, 2014 2009 if the Employee continues to be employed by the Company on August February 2, 20142009; and (iv) three hundred thirty seven thousand five hundred (337,500) Shares shall vest and become exercisable on August February 2, 2015 2010 if the Employee continues to be employed by the Company on August February 2, 20152010. (c) If the Employee’s employment with Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee’s employment terminates (i) due to death the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (ii) due to Disability (as defined below), without Cause (as defined in the Amended and Restated Employment Agreement, dated as of March 11, 2005 (as amended, supplemented or otherwise modified, the “Employment Agreement”), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall vest in accordance with the terms of this Agreement, but any conditions contained in this Agreement which would require the Employee to be an employee of the Company on a specified date shall have no force or effect. The extension of this Option following the termination of the Employee due to Disability, without Cause or by the Employee for Good Reason shall be conditioned upon the Employee executing a release in accordance with Section 6(f) of the Employment Agreement.

Grant of Option; Vesting. (a) Subject to the terms and conditions of this Agreement and the Amended and Restated Sirius XM Satellite Radio Inc. 2009 2003 Long-Term Stock Incentive Plan (as amended, the “Plan”), the Company hereby grants to the Employee the right and option (this “Option”) to purchase up to one million two hundred and fifty thousand (1,250,000) shares (the “Shares”) of common stock, par value $0.001 per share, of the Company at a price per share of , the closing price of such common stock on The Nasdaq Global Select Market on [[INSERT DATE OF CLOSING PRICE]] $6.602 (the “Exercise Price”). This Option is not intended to qualify as an Incentive Stock Option for purposes of Section 422 of the Internal Revenue Code of 1986, as amendedamended (the “Code”). In the case of any stock split, stock dividend or like change in the Shares occurring after the date hereof, the number of Shares and the Exercise Price shall be adjusted as set forth in Section 4(b) of the Plan. Capitalized terms not otherwise defined herein have the meanings assigned to them in the Plan. (b) Subject to the terms and conditions of this Section 1(b), this Option the Shares shall vest and be exercisable as follows: (i) Four hundred and sixteen thousand (416,000) Shares shall vest and become exercisable on August 8, 2012 2006 if the Employee continues to be employed by the Company on August 8, 20122006; (ii) Four hundred and seventeen thousand (417,000) Shares shall vest and become exercisable on August 8, 2013 2007 if the Employee continues to be employed by the Company on August 8, 2013;2007; and (iii) Four hundred and seventeen thousand (417,000) Shares shall vest and become exercisable on August 8, 2014 2008 if the Employee continues to be employed by the Company on August 8, 2014; and2008. (ivc) Shares If the Employee’s employment with Company terminates for any reason, this Option, to the extent not then vested, shall immediately terminate without consideration; provided that if the Employee’s employment terminates (i) due to death the unvested portion of this Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable; or (ii) due to Disability (as defined below), without Cause (as defined in the Employment Agreement, dated as of May 5, 2004 (as amended, supplemented or otherwise modified, the “Employment Agreement”), between the Company and the Employee), or by the Employee for Good Reason (as defined in the Employment Agreement), the unvested portion of this Option, to the extent not previously canceled or forfeited, shall vest and become exercisable on August in accordance with the terms of this Agreement, 2015 if but any conditions contained in this Agreement which would require the Employee continues to be employed by an employee of the Company on August a specified date shall have no force or effect. The extension of this Option following the termination of the Employee due to Disability, 2015without Cause or by the Employee for Good Reason shall be conditioned upon the Employee executing a release in accordance with Section 6(f)(i) of the Employment Agreement.