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 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 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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. (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) 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) the departure of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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. In the event that during the Term (ai) For the purposes of this Agreement, termination without Cause is any termination by XM of EMPLOYEECompany terminates Employee’s employment hereunder without Causefor any reason other than Cause or Disability, or (ii) Employee resigns for Good Reason, Employee shall be entitled to receive the following payments and benefits, subject to her execution of a release as defined described in Article 4.4(aSection 7 and except as otherwise provided in Sections 11(h) hereof. XM and 13(f): (i) all payments and benefits described in Section 6(a); (ii) a lump sum cash payment in an amount equal to one and one-half (1.5) times the sum of (A) Employee’s Annual Base Salary immediately prior to the Termination Date, and (B) Employee’s Target Bonus for the year during which the Termination Date occurs, payable as soon as practicable after the Termination Date; provided, however, that if such termination occurs during a Change in Control Period, the lump sum cash payment shall effect be in an amount equal to two (2) times the sum of (A) Employee’s Annual Base Salary immediately prior to the Termination Date, and (B) Employee’s Target Bonus for the year during which the Termination Date occurs; and (iii) if Employee elects, on behalf of herself or her eligible dependents, to continue medical coverage under any applicable medical plan of the Company Group, up to a maximum of eighteen (18) months of such coverage in Employee’s home jurisdiction at such after-tax cost to Employee as would be paid by an active employee for comparable coverage (the “Medical Continuation”); provided, however, that (A) such obligation may be satisfied in part pursuant to Section 4980B of the Code or any other applicable law in Employee’s home jurisdiction as the Company Group determines appropriate, (B) if Employee’s continuation coverage is terminated for any reason other than dictate of governing law prior to the end of such eighteen (18) month period, the Company’s obligations under this Section 6(b)(iii) shall terminate, and (C) to the extent governing law would limit the Company Group’s ability to provide Medical Continuation (including through the disqualification of the Company Group’s medical plans from appropriate tax treatment), Parent and Employee will negotiate in good faith to provide Employee with the financial benefit of the limited Medical Continuation; (iv) With respect to then-outstanding and unvested LTI Awards that vest soley based on the passage of time, a prorated portion of each such LTI Award that is scheduled to vest on the next regularly scheduled vesting date shall vest, with such proration based on the quotient obtained by dividing (x) the number of days elapsed between the previous vesting date (if none, the grantdate of the LTI Award) and the date of Employee’s termination without Cause of employment by giving EMPLOYEE a notice specifying (y) the effective total number of days between the previous vesting date (if none, the grant date) and such next regularly scheduled vesting date; and (v) With respect to then-outstanding and unvested LTI Awards the vest in part on the basis of the satisfaction of performance conditions, (x) if the applicable performance period has not been completed on the date of such termination, which date then Employee shall not be earlier than thirty (30) days after eligible to vest at 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 conclusion of the conduct he believes to constitute applicable performance period in a prorated amount of each such LTI Award, based on the material breach amount of time that Employee remained employed hereunder during the applicable performance period and XM shall have failed to remedy such breach within ten actual performance at the conclusion of the applicable performance period, and (10y) 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 if the effective applicable performance has been completed on the 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 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 date of such termination in the amount of such taxLTI Award that was earned based on actual performance over the applicable performance period (with any further time-based vesting requirements that would otherwise apply following the conclusion of such performance period waived). Notwithstanding anything to the contrary in this Agreement, Employee acknowledges and agrees that the severance payments and benefits set forth in this Section 6(b) are provided in lieu of, and not in addition to, any notice period required to be given prior to Employee’s termination of employment under any applicable law. If any such notice period is required, Employee further acknowledges and agrees that the severance payments in this Section 6(b) shall pay EMPLOYEE such additional amount as may be necessary reduced on a dollar-for-dollar basis by any salary payments paid by the Company to place EMPLOYEE Employee, the length of the Company’s subsidy for Medical Continuation 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 Section 6(b) shall be reduced on a day-for-day basis for the excise taxtime elapsed, and any prorated vesting for which Employee is eligible pursuant to the amount to be paid to EMPLOYEE by XM, terms of any outstanding LTIP Awards and other equity-based compensation shall be made by reduced on a nationallyday-recognized accounting firm to be selected by EMPLOYEE and paid by XMfor-day basis for the time elapsed, in each case during the pendency of such notice period.

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.

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 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 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.