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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 18, 2025 (February 17, 2025)
SIRIUS XM HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-34295 |
93-4680139 |
|
(State or Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
| 1221 Avenue of the Americas, 35th Fl., New York, NY |
10020 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| Registrant's
telephone number, including area code: (212)
584-5100 |
| |
| N/A |
| (Former
Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| |
|
|
| Common Stock, par value $0.001 per share |
SIRI |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers |
On February 17, 2025,
our subsidiary, Sirius XM Radio LLC, entered into an Employment Agreement (the “Employment Agreement”) with Richard N. Baer
to serve as our new Executive Vice President, General Counsel and Secretary. The term of the Employment Agreement will begin on March 3,
2025 (the “Effective Date”) and end on March 4, 2028. At the end of this initial term and on each succeeding March 4th,
the term of the Employment Agreement will be automatically extended by one additional year, unless either party has given the other written
notice of nonrenewal.
Richard N. Baer, age 67, served as Chief Legal
Officer of Airbnb, Inc., the operator of an online marketplace for short-and-long-term homestays and experiences, from October 2019
to December 2023. Prior to Airbnb, Mr. Baer served as Chief Legal Officer of Liberty Media Corporation, a media, entertainment,
and sports company that owns interests in a variety of businesses; Liberty Interactive Corporation, a company that owned and operated
a variety of digital commerce businesses; and various affiliated public companies from 2012 to 2019. Mr. Baer also served as Executive
Vice President and Chief Legal Officer of UnitedHealth Group Incorporated, the health-care company, from May 2011 to December 2012.
He served as Executive Vice President and General Counsel of Qwest Communications International Inc., a telecommunications company that
provided voice, video, and data services, from December 2002 to April 2011 and as Chief Administrative Officer of Qwest from
August 2008 to April 2011.
Pursuant to the Employment
Agreement, Mr. Baer’s annual base salary will be $1,000,000. The Employment Agreement entitles Mr. Baer to participate
in any bonus plan generally applicable to our executive officers and provides for an annual target bonus equal to 150% of his base salary.
We have agreed to pay Mr. Baer a one-time cash sign-on bonus of $500,000. This sign on bonus is repayable by Mr. Baer in full
if he terminates his employment without Good Reason (as defined in the Employment Agreement), or is terminated by us for Cause (as defined
in the Employment Agreement), prior to the first anniversary of the Effective Date.
The Employment Agreement
provides, in the case of certain qualifying terminations (which does not include the failure to renew the Employment Agreement at the
end of the initial term or any renewal term), for continuation of his health insurance benefits for eighteen months and life insurance
benefits for twelve months and for a lump sum severance payment in an amount equal to the sum of (i) Mr. Baer’s annual
base salary, and (ii) the greater of Mr. Baer’s target bonus opportunity for the year in which his termination occurs
or the last annual bonus paid (or due and payable) to him. In the case of certain qualifying terminations (which does not include the
failure to renew the Employment Agreement at the end of the initial term or any renewal term), we are also obligated to pay him a pro-rated
bonus for the year in which the termination occurs (based on actual achievement of applicable performance criteria) and any earned but
unpaid bonus for the year prior to the termination. Our obligation to provide these severance benefits is subject to Mr. Baer’s
execution of an effective release of claims against us. The Employment Agreement also contains other provisions, including confidentiality
and non-competition restrictions, as well as a compensation clawback to the extent required by our policies or applicable law, regulations
or stock exchange listing requirements.
In connection with the Employment Agreement, on
the Effective Date (the “Grant Date”), we have agreed to grant Mr. Baer:
· time-based
restricted stock units (“RSUs”) having a grant value of $1,500,000. This time-based RSU award will vest in equal installments
on the first, second and third anniversaries of the Grant Date.
· time-based
RSUs having a grant value of $2,000,000. This time-based RSU award will vest in equal installments on the first two anniversaries of the
Grant Date.
· performance-based
RSUs having a grant value of $1,500,000. This performance-based RSU award will cliff vest if we achieve a three year cumulative
free cash flow target (the “Performance Target”) set by the Compensation Committee of the Board of Directors (the “Compensation
Committee”) for the period starting January 1, 2025 and ending December 31, 2027. The number of performance-based RSUs
that will be eligible to vest will be based on our level of achievement of the Performance Target and may be modified by the “TSR
Performance Metric”. The TSR Performance Metric is the three-year total shareholder return (“TSR”) of Sirius XM Holdings
Inc. (“Holdings”) relative to the other entities in the S&P 1500 Media & Entertainment Index (the “TSR
Index”) as in effect on January 1, 2025. Achievement against the TSR Performance Metric will be determined by the percentile
rank of Holdings’ TSR relative to the TSR of each other entity in the TSR Index at the end of the performance period. The vesting
of these performance-based RSUs will be subject to Mr. Baer remaining employed full-time with us through the third anniversary of
the Grant Date.
Starting in 2026, and
continuing for the remainder of the term of the Employment Agreement, Mr. Baer will be eligible for additional equity-based compensation
awards based on his and our performance. Such annual grants, including the amounts, terms and conditions for such grants, are subject
to approval by the Compensation Committee. Such annual grants, if any, will take place at the same time that equity grants are provided
to our other management-level employees.
Each of the awards will
be subject to acceleration or termination under certain circumstances consistent with the terms
of equity awards granted to our other executive officers. In addition, if we provide notice to Mr. Baer that we do not intend
to renew the Employment Agreement at the end of the initial term or any renewal term, then Mr. Baer would not be entitled to any
cash severance benefits but all equity-based awards then held by Mr. Baer will be subject to acceleration at the designated “target”
level of performance.
Additional information
about the benefit plans and programs generally available to our executive officers is included in the Proxy Statement for our 2024 annual
meeting of stockholders filed with the Securities and Exchange Commission on April 8, 2024.
The foregoing description
is qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 7.01. |
Regulation FD Disclosure |
On February 18, 2025,
we issued a press release announcing the hiring of Mr. Baer described in Item 5.02 above. A copy of that press release is furnished
as Exhibit 99.1.
The information furnished
in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
| Item 9.01. | Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
SIRIUS XM HOLDINGS INC. |
| |
|
| |
By: |
/s/ Patrick L.
Donnelly |
| |
|
Patrick L. Donnelly |
| |
|
Executive Vice President, General Counsel and
Secretary |
Dated: February 18, 2025
Exhibit 10.1
EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 17, 2025 is between SIRIUS XM RADIO LLC,
a Delaware limited liability company (the “Company”), and RICHARD N. BAER (the “Executive”).
WHEREAS, the Company and the Executive jointly
desire to enter into this Agreement to reflect the terms and conditions of the Executive’s employment with the Company.
In consideration of the mutual covenants and conditions
set forth herein, the Company and the Executive agree as follows:
1. Employment.
Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive, and the Executive hereby agrees to accept
employment with the Company and Sirius XM Holdings Inc. (“Holdings”). This Agreement shall become effective as of
March 3, 2025 (the “Effective Date”). If the Executive does not commence employment with the Company on the Effective
Date, this Agreement shall be void ab initio.
2. Duties
and Reporting Relationship. (a) The Executive shall be employed as the Executive Vice President, General Counsel and
Secretary of the Company and Holdings. In such capacity, the Executive shall be responsible for the legal affairs of the Company and
Holdings, including all legal aspects of Holdings’ obligations as a reporting company under the Securities Exchange Act of 1934,
as amended; and the selection, hiring and supervision of outside counsel for the companies. During the Term (as defined below), the Executive
shall, on a full-time basis and consistent with the needs of the Company and Holdings, use the Executive’s skills and render services
to the best of the Executive’s ability. The Executive shall perform such activities and duties consistent with the Executive’s
position that the Chief Executive Officer of the Company and Holdings (the “CEO”) shall from time to time reasonably
specify and direct. During the Term, the Executive shall not perform any consulting services for, or engage in any other business enterprises
with, any third parties without the express written consent of the CEO, other than (i) charitable, civic and other non-business
activities that do not interfere with the Executive’s duties to the Company and/or Holdings; (ii) passive investments; (iii) serving
as an advisor to an organization approved by the CEO; provided that such advisory role does not interfere or conflict with the
Executive’s obligations to the Company and/or Holdings under this Agreement; and (iv) service on a board of directors for
one public or private company, in each case subject to the express written consent of the Company.
(b) The
Executive shall be classified as a remote worker pursuant to the Company’s policy, but will be expected to travel as reasonably
requested to the Company’s offices based on business needs.
(c) Unless
otherwise required by law, administrative regulation or the listing standards of the exchange on which Holdings’ shares are primarily
traded, the Executive shall report solely and directly to the CEO.
3. Term.
Subject to earlier termination pursuant to the provisions of Section 6, the Executive’s employment shall be for an initial
term commencing upon the Effective Date and ending on March 4, 2028 (the “Initial Employment Term”). At the end
of the Initial Employment Term and on each succeeding March 4th, the Term will be automatically extended by one (1) additional
year (each, a “Renewal Term”), unless, not less than ninety (90) days prior to the end of the Initial Employment Term
or any Renewal Term, either the Executive or the Company has given the other written notice of nonrenewal (a “Notice of Non-Renewal”).
The Initial Employment Term and any Renewal Term(s) may be terminated earlier pursuant to the provisions of Section 6. For
purposes of this Agreement, any reference to the “Term” shall mean the period during which the Executive is employed by the
Company under this Agreement during the Initial Employment Term and any Renewal Term(s).
4. Compensation.
(a) During the Term, the Executive shall be paid an annual base salary of $1,000,000. Such annual base salary, as in effect
from time to time, may be subject to increase (but not decrease) from time to time by recommendation of the CEO to, and approval by,
the Board of Directors of Holdings (the “Board”) or any committee thereof (such amount, as increased, the “Base
Salary”). All amounts paid to the Executive under this Agreement shall be in U.S. dollars. The Base Salary shall be paid at
least monthly and, at the option of the Company, may be paid more frequently.
(b) On
the Effective Date (such date, the “Grant Date”), the Company shall cause Holdings to grant to the Executive the following:
(i) a
number of restricted stock units (“RSUs”) equal to $1,500,000, divided by the average closing price of the Common
Stock on the Nasdaq Global Select Market for the twenty (20)-trading day period preceding, but not including, the Grant Date. Such RSUs
shall be subject to the terms and conditions set forth in the Restricted Stock Unit Agreement attached to this Agreement as Exhibit A;
(ii) a
number of performance-based restricted stock units (“PRSUs”) equal to $1,500,000, divided by the average closing price
of the Common Stock on the Nasdaq Global Select Market for the twenty (20)-trading day period preceding, but not including, the Grant
Date. Such PRSUs shall be subject to the terms and conditions set forth in the Performance-Based Restricted Stock Unit Agreement attached
to this Agreement as Exhibit B; and
(iii) a
number of RSUs equal to $2,000,000, divided by the average closing price of the Common Stock on the Nasdaq Global Select Market for the
twenty (20)-trading day period preceding, but not including, the Grant Date. Such RSUs shall be subject to the terms and conditions set
forth in the Restricted Stock Unit Agreement attached to this Agreement as Exhibit C.
(c) Starting
in 2026 and continuing for the remainder of the Term, the Executive shall be eligible for additional equity-based compensation awards
based on the Executive’s and the Company’s performance (such grants, if any, the “Annual Grants”); provided
that such Annual Grants, including the amounts, terms and conditions for such grants, are subject to approval by the Board or the
compensation committee of the Board (the “Compensation Committee”). Such Annual Grants, if any, shall take place at
the same time that equity grants are provided to the Company’s management-level employees.
(d) All
compensation paid to the Executive hereunder shall be subject to any payroll and withholding deductions required by applicable law, including,
as and where applicable, federal, state, and city income tax withholding, federal unemployment tax and social security (FICA).
5. Additional
Compensation; Expenses and Benefits. (a) During the Term, the Company shall reimburse the Executive for all reasonable and
necessary business expenses incurred and advanced by the Executive in carrying out the Executive’s duties under this Agreement;
provided that such expenses are incurred in accordance with the policies and procedures established by the Company. The Executive
shall present to the Company an itemized account of all expenses in such form as may be required by the Company from time to time.
(b) During
the Term, the Executive shall be eligible to participate fully in any other benefit plans, programs, policies and fringe benefits which
may be made available to the executive officers of the Company and/or Holdings generally, including, without limitation, disability,
medical, dental and life insurance and benefits under the Company’s and/or Holdings’ 401(k) savings plan and deferred
compensation plan.
(c) During
the Term, the Executive shall be eligible to participate in any bonus plans generally offered to executive officers of the Company
and/or Holdings. The Executive’s annual bonus (the “Bonus”), if any, shall be determined annually by the CEO,
the Board or the Compensation Committee. During the Term, the Executive shall have a target annual bonus opportunity of 150% of the Executive’s
Base Salary as in effect for the applicable portion of the Term (“Target Bonus”). Bonus(es) shall be subject to the
Executive’s individual performance, satisfaction of objectives established by the CEO or the Board or the Compensation Committee,
and further are subject to the exercise of discretion by the CEO and review and approval by the Compensation Committee.
(d) Within
thirty (30) days of the Effective Date, the Company shall pay the Executive a one-time cash sign-on bonus of $500,000 (the “Sign-on
Bonus”). If, during the first year of the Term, the Executive’s employment is terminated by the Company for Cause (as
defined below), or if the Executive voluntarily terminates the Executive’s employment (other than for Good Reason (as defined below)),
then the Executive shall repay to the Company within thirty (30) days of the Executive’s termination date the net, after-tax amount
of the Sign-on Bonus; provided that if the repayment occurs in a different year than the year in which the Sign-On Bonus was paid,
the Executive shall repay the gross amount of the Sign-on Bonus.
(e) During
the Term, the Executive shall be entitled to accrue vacation under the Company’s policy at a rate of four (4) weeks per year.
6. Termination.
The date upon which the Executive’s employment with the Company under this Agreement is deemed to be terminated in accordance with
any of the provisions of this Section 6 is referred to herein as the “Termination Date.” Notwithstanding the
foregoing, in the event the Executive’s Term is due to expire upon the end of the Initial Employment Term due to the Company delivering
a Notice of Non-Renewal, the Termination Date shall be delayed by two (2) business days. With respect to any payment or benefits
that would be considered deferred compensation subject to Section 409A (“Section 409A”) of the Internal
Revenue Code of 1986, as amended (the “Code”), and which are payable upon or following a termination of employment,
a termination of employment shall not be deemed to have occurred unless such termination also constitutes a “separation from service”
within the meaning of Section 409A and the regulations thereunder (a “Separation from Service”), and notwithstanding
anything contained herein to the contrary, the date on which a Separation from Service takes place shall be the Termination Date. In
the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be paid to the Executive’s
designated beneficiary (or, if none, to the Executive’s estate).
(a) The
Company has the right and may elect to terminate the Executive’s employment under this Agreement without Cause (as defined below)
at any time. Except as provided in Section 6(g)(ii), if the Company provides the Executive with a Notice of Non-Renewal pursuant
to Section 3, the termination by the Company of the Executive’s employment upon the last day of the Initial Employment Term
or then-current Renewal Term shall not constitute a termination by the Company without Cause for purposes of this Agreement.
(b) The
Company has the right and may elect to terminate the Executive’s employment under this Agreement with Cause at any time.
For purposes of this Agreement, “Cause” means the occurrence or existence of any of the following:
(i) (A)
a material breach by the Executive of the terms of this Agreement, (B) a material breach by the Executive of the Executive’s
duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Company, Holdings or any of their
respective affiliates (which, for purposes hereof, shall mean any individual, corporation, partnership, association, limited liability
company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect
common control with the Company and/or Holdings) which has not been approved by a majority of the disinterested directors of the
Board, or (C) the Executive’s violation of the Company’s and/or Holdings’ Code of Ethics, or any other written
Company and/or Holdings policy that is communicated to the Executive in a similar manner as such policy is communicated to other employees
of the Company and/or Holdings, which is demonstrably and materially injurious to the Company, Holdings and/or any of their respective
affiliates, if any such material breach or violation described in clauses (A), (B) or (C), to the extent curable, remains uncured
after fifteen (15) days have elapsed following the date on which the Company gives the Executive written notice of such material breach
or violation;
(ii) the
Executive’s willful act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar intentional misconduct by
the Executive involving the Company, Holdings or any of their respective affiliates;
(iii) the
Executive’s conviction or the plea of nolo contendere or the equivalent in respect of a felony;
(iv) any
damage of a material nature to any property of the Company, Holdings or any of their respective affiliates caused by the Executive’s
willful misconduct or gross negligence;
(v) the
Executive’s repeated nonprescription use of any controlled substance or the repeated use of alcohol or any other non-controlled
substance that, in the reasonable good faith opinion of the Board, renders the Executive unfit to serve as an officer of the Company,
Holdings or their respective affiliates;
(vi) the
Executive’s failure to comply with the CEO’s reasonable and legal written instructions on a material matter within
five (5) days, unless such instructions conflict with the Executive’s duties to the Board; or
(vii) conduct
by the Executive that, in the reasonable good faith written determination of the Board, manifests the Executive’s lack of fitness
to serve as an officer of the Company, Holdings or their respective affiliates, including but not limited to a finding by the Board or
any judicial or regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or
local law or ordinance prohibiting discrimination in employment.
(c) Termination
of the Executive for Cause pursuant to Section 6(b) shall be communicated by a Notice of Termination for Cause. For purposes
of this Agreement, a “Notice of Termination for Cause” shall mean delivery to the Executive of a copy of a resolution
or resolutions duly adopted by the affirmative vote of not less than a majority of the directors present (in person or by teleconference)
and voting at a meeting of the Board called and held for that purpose after fifteen (15) days’ notice to the Executive (which notice
the Company shall use reasonable efforts to confirm that the Executive has actually received and which notice for purposes of Section 6(b) may
be delivered, in addition to the requirements set forth in Section 17, through the use of electronic mail) and a reasonable opportunity
for the Executive, together with the Executive’s counsel, to be heard before the Board prior to such vote, finding that in the
good faith opinion of the Board, the Executive committed the conduct set forth in any of clauses (i) through (vii) of Section 6(b) and
specifying the particulars thereof in reasonable detail. For purposes of Section 6(b), the Executive’s employment and
the Term shall terminate on the date specified by the Board in the Notice of Termination for Cause and one (1) day following the
receipt by the Executive of a notice of a termination without Cause.
(d) (i)
The Term of this Agreement and the Executive’s employment shall terminate upon the death of the Executive.
(ii) If
the Executive is unable to perform the essential duties and functions of the Executive’s employment because of a disability, even
with a reasonable accommodation, for one hundred eighty (180) days within any three hundred sixty-five (365)-day period (“Disability”),
the Company shall have the right and may elect to terminate the services of the Executive by a Notice of Disability Termination. The
Executive shall not be terminated following a Disability except pursuant to this Section 6(d)(ii). For purposes of this Agreement,
a “Notice of Disability Termination” shall mean a written notice that sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s employment under this Section 6(d)(ii). For purposes
of this Agreement, no such purported termination shall be effective without such Notice of Disability Termination. The Term of
this Agreement and the Executive’s employment shall terminate on the day such Notice of Disability Termination is received by the
Executive.
(e) The
Executive may elect to resign from the Executive’s employment with the Company and Holdings at any time without Good Reason (as
defined below), including by providing the Company with a Notice of Non-Renewal pursuant to Section 3. Should the Executive wish
to resign from the Executive’s employment with the Company and Holdings during the Term for other than Good Reason and other than
pursuant to the Executive providing the Company with a Notice of Non-Renewal pursuant to Section 3, the Executive shall give at
least thirty (30) days’ prior written notice to the Company, in which case the Executive’s employment and the Term of this
Agreement shall terminate on the effective date of the resignation set forth in the notice of resignation. If the Executive provides
the Company with a Notice of Non-Renewal, the Executive’s employment and the Term of this Agreement shall terminate on the last
day of the then-current Initial Employment Term or any Renewal Term, as applicable. Notwithstanding the foregoing, upon any resignation
by the Executive pursuant to this Section 6(e), the Company may, at its sole discretion, instruct the Executive to perform no more
job responsibilities and cease the Executive’s active employment immediately upon or following receipt of the applicable written
notice from the Executive. Further, any resignation by the Executive of the Executive’s employment with the Company shall be deemed
a resignation of the Executive’s employment with Holdings (and vice versa).
(f) The
Executive may elect to resign from the Executive’s employment with the Company and Holdings during the Term with Good Reason pursuant
to this Section 6(f). Should the Executive wish to resign from the Executive’s employment with the Company and Holdings during
the Term for Good Reason following the Company’s failure to cure an applicable event as contemplated below, the Executive shall
give at least seven (7) days’ prior written notice to the Company. The Executive’s employment and the Term of this Agreement
shall terminate on the date specified in such notice given in accordance with the relevant provision; provided that the Company
may, at its sole discretion, instruct the Executive to cease active employment and perform no more job duties immediately upon or following
receipt of such notice from the Executive. Further, any resignation by the Executive of the Executive’s position with the Company
shall be deemed a resignation of the Executive’s position with Holdings (and vice versa).
For
purposes of this Agreement, “Good Reason” shall mean the continuance of any of the following events (without the Executive’s
prior written consent) for a period of thirty (30) days after delivery to the Company by the Executive of a written notice within ninety
(90) days of the Executive becoming aware of the initial occurrence of such event, during which thirty (30)-day period of continuation
the Company and Holdings shall be afforded an opportunity to cure such event (and provided that the Executive’s effective date
of resignation for Good Reason is within one hundred thirty-five (135) days of the Good Reason event):
(i) the
assignment to the Executive by the Company and/or Holdings of duties not reasonably consistent with the Executive’s positions,
duties, responsibilities, titles or offices on the Effective Date, any reduction in the Executive’s title, any material
reduction in the Executive’s duties or responsibilities as described in Section 2, or any removal of the Executive from, or
any failure to re-elect the Executive to, any of such positions, (except in connection with the termination of the Executive’s
employment for Cause, Disability or as a result of the Executive’s death or by the Executive other than for Good Reason);
(ii) the
Executive ceasing to report solely and directly to the CEO (unless otherwise required by Section 2(c));
(iii) any
requirement that the Executive report for work to a location (other than the Executive’s residence) more than twenty-five (25)
miles from the Company’s current headquarters in New York, New York, for more than thirty (30) days in any calendar year,
excluding any requirement that results from the damage, emergency closure, or destruction of such office as a result of natural disasters,
terrorism, pandemics, acts of war or acts of God or travel in the ordinary course of business;
(iv) any
reduction in the Base Salary or Target Bonus opportunity;
(v) the
Company’s failure to grant the equity awards set forth in Section 4(b) on the Grant Date; or
(vi) any
material breach by the Company of this Agreement.
(g) (i)
If the employment of the Executive is terminated during the Term by the Company for Cause, by the Executive other than for Good Reason
or due to death or Disability, the Executive shall, in lieu of any future payments or benefits under this Agreement, be entitled to (A) any
earned but unpaid Base Salary and any business expenses incurred but not reimbursed, in each case, prior to the Termination Date and
(B) any other vested benefits under any other benefit or incentive plans or programs (including any equity plans and applicable
award agreements) in accordance with the terms of such plans and programs (collectively, the “Accrued Payments and Benefits”).
(ii) If, during the Term, the employment
of the Executive is terminated by the Company without Cause pursuant to Section 6(a) or if the Executive terminates his employment
for Good Reason pursuant to Section 6(f), then, subject to Section 6(h), the Executive shall have an absolute and unconditional
right to receive the following, without setoff, counterclaim or other withholding, except as set forth in Section 4(d), the following:
(A) the Accrued Payments and Benefits;
(B) a lump sum amount equal to
the sum of (x) the Executive’s annualized Base Salary then in effect and (y) an amount in cash equal to the greater of
(I) the Executive’s Target Bonus opportunity for the year in which the Termination Date occurs, or (II) the Bonus last
paid (or due and payable) to the Executive, with such lump sum amount to be paid on the sixtieth (60th) day following the
Termination Date;
(C) (x) a pro-rated Bonus
for the year in which the termination occurred (based on actual achievement of applicable performance criteria, and based on the number
of days the Executive was employed by the Company as a portion of the applicable calendar year), payable when annual bonuses are normally
paid to other executive officers of the Company and (y) any earned, but unpaid annual bonus with respect to the year prior to the
year of termination, payable when annual bonuses are normally paid to other executive officers;
(D)
the continuation for eighteen (18) months, at the Company’s expense (by direct payment, not reimbursement to the Executive), of
substantially similar medical and dental benefits in a manner that will not be taxable to the Executive;
(E)
life insurance benefits on substantially the same terms as provided by the Company for active employees for one (1) year following
the Termination Date; provided that (I) the Company’s cost for such life insurance shall not exceed twice the amount
that the Company would have paid to provide such life insurance benefit to the Executive if the Executive were an active employee on
the Termination Date, and (II) such life insurance coverage shall cease if the Executive obtains a life insurance benefit from another
employer during the remainder of such one (1)-year period; and
(F) all unvested and outstanding
grants of equity-based awards described in Section 4(b) and Section 4(c) which shall be deemed fully vested as of
the Termination Date and distributed in accordance with the terms of the applicable equity award agreements.
For
the avoidance of doubt, if the Company provides the Executive with a Notice of Non-Renewal pursuant to Section 3, then the Company’s
termination of the Executive’s employment upon the last day of the Initial Employment Term or then-current Renewal Term (a “Company
Non-Renewal Termination”) shall not constitute a termination by the Company without Cause or a resignation by the Executive
for Good Reason, and the Executive shall not be entitled to receive the payments described under this Section 6(g)(ii)(B)-(E) upon
any Company Non-Renewal Termination, and would only be entitled to receive the Accrued Payments and Benefits. Notwithstanding the foregoing,
a Company Non-Renewal Termination shall constitute a termination by the Company without Cause solely for purposes of any award agreements
between the Company and the Executive evidencing grants of equity-based awards to the Executive.
(h) The
Company’s obligations under Section 6(g)(ii) shall be conditioned upon the Executive or the Executive’s representative
executing, delivering, and not revoking during the applicable revocation period a waiver and release of claims against the Company and
Holdings, substantially in the form attached as Exhibit D (the “Release”), within sixty (60) days following the
Termination Date; provided that the Company’s Chief Executive Officer may waive such requirement in the case of the Executive’s
death.
(i) Notwithstanding
any provisions of this Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A
and determined pursuant to policies adopted by the Company and Holdings) at the time of the Executive’s Separation from Service
and if any portion of the payments or benefits to be received by the Executive upon Separation from Service would be considered deferred
compensation under Section 409A (“Nonqualified Deferred Compensation”), amounts that would otherwise be payable
pursuant to this Agreement during the six (6)-month period immediately following the Executive’s Separation from Service that constitute
Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month
period immediately following the Executive’s Separation from Service that constitute Nonqualified Deferred Compensation will instead
be paid or made available on the earlier of (x) the first (1st) business day of the seventh (7th) month following
the date of the Executive’s Separation from Service and (y) the Executive’s death.
(j) Following
the termination of the Executive’s employment for any reason, if and to the extent requested by the Board, the Executive agrees
to resign, as may then be applicable, from all fiduciary positions (including, without limitation, as trustee) and all other offices
and positions the Executive holds with the Company, Holdings or any of their respective affiliates; provided that if the Executive
refuses to tender the Executive’s resignation after the Board has made such request, then the Board will be empowered to remove
the Executive from such offices and positions.
7. Nondisclosure
of Confidential Information. (a) The Executive acknowledges that in the course of the Executive’s employment the Executive
will occupy a position of trust and confidence. The Executive shall not, except in connection with the performance of the Executive’s
functions in accordance with this Agreement or as required by applicable law, or as required in proceedings to enforce or defend the
Executive’s rights under this Agreement or any other written agreement between the Executive and the Company and/or Holdings, disclose
to others or use, directly or indirectly, any Confidential Information.
(b) “Confidential
Information” shall mean information about the Company’s and/or Holdings’ (and their respective affiliates’)
business and operations that is not disclosed by the Company and/or Holdings (or their respective affiliates) for financial reporting
purposes and that was learned by the Executive in the course of the Executive’s employment by the Company and/or Holdings, including,
without limitation, any business plans, programming plans and/or concepts, product plans, strategy, budget information, proprietary knowledge,
patents, trade secrets, data, formulae, sketches, notebooks, blueprints, information and client and customer lists and all papers and
records (including but not limited to computer records) of the documents containing such Confidential Information, other than information
that is publicly disclosed by the Company and/or Holdings (or their respective affiliates) in writing. The Executive acknowledges that
such Confidential Information is specialized, unique in nature and of great value to the Company and/or Holdings, and that such information
gives the Company and/or Holdings a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company’s
request at any time or upon termination or expiration of the Executive’s employment or as soon as possible thereafter, all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by
or on behalf of the Company and/or Holdings or prepared by the Executive in the course of the Executive’s employment by the Company
and/or Holdings; provided that the Executive will be able to keep the Executive’s cell phones, personal computers, personal
contact list and the like so long as any Confidential Information is removed from such items.
(c) Nothing
in this Agreement will preclude, prohibit or restrict the Executive from (i) communicating with any federal, state or local administrative
or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”);
(ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a
charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative
agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any
manner to prohibit, the Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any
governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental
agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation.
This Agreement does not limit the Executive’s right to receive an award (including, without limitation, a monetary reward) for
information provided to the SEC. The Executive does not need the prior authorization of anyone at the Company to make any such reports
or disclosures, and the Executive is not required to notify the Company that the Executive has made such reports or disclosures. Nothing
in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under
18 U.S.C. §1833(b). The Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that is made (I) (x) in confidence to federal, state or local government officials, directly or
indirectly, or to an attorney, and (y) for the purpose of reporting or investigating a suspected violation of law; (II) in
a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (III) in connection with a lawsuit
alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant
to a court order. The provisions of this Section 7(c) are intended to comply with all applicable laws. If any laws are adopted,
amended or repealed after the execution of this Agreement, this Agreement shall be deemed to be amended to reflect the same.
(d) The
provisions of this Section 7 shall survive indefinitely. The Executive’s obligations under this Section 7 following
the Executive’s termination of employment for Good Reason or by the Company without Cause are expressly conditioned upon, and subject
to, the Company’s compliance with its applicable payment obligations, if any, under Section 6.
8. Covenant
Not to Compete. During the Executive’s employment with the Company and during the Restricted Period (as defined below), the
Executive shall not, directly or indirectly, enter into the employment of, render services to, or acquire any interest whatsoever in
(whether for the Executive’s own account as an individual proprietor, or as a partner, associate, stockholder, officer, director,
consultant, trustee or otherwise), or otherwise assist, any person or entity engaged in the distribution, transmission, production
or streaming of audio programming or any activity that directly competes with the business of the Company, including but not limited
to podcasting, telematics and audio advertising sales and technology (each, a “Competitive Activity”); provided
that nothing in this Agreement shall prevent the purchase or ownership by the Executive by way of investment of less than five (5) percent
of the shares or equity interest of any corporation or other entity. Without limiting the generality of the foregoing, the Executive
agrees that during the Restricted Period, the Executive shall not call on or otherwise solicit business or assist others to solicit business
from any of the customers of the Company or its affiliates as to any product or service that directly competes with any product or service
provided or marketed by the Company or its affiliates on the Termination Date or upon expiration of the Term (such date, as applicable,
the “Milestone Date”); provided that general solicitations that are not specifically targeted to current, former
or prospective customers of the Company with respect to such products or services, and which products or services have not been identified
by the Executive using Confidential Information, shall not be deemed to be a breach of the immediately preceding sentence. The Executive
also agrees that during the Restricted Period the Executive will not solicit or assist others to solicit the employment of or hire any
employee of Holdings, the Company, or their subsidiaries without the prior written consent of the Company. For purposes of this Agreement,
the “Restricted Period” shall mean a period of one (1) year following the Milestone Date. For purposes of this Agreement,
the term “audio” shall be defined broadly and shall include any and all forms and mediums of audio distribution now
existing or hereafter developed, including terrestrial radio, streaming audio services, podcasting and on-demand audio services. Notwithstanding
anything to the contrary in this Section 8, it shall not be a violation of this Section 8 for the Executive to join a division
or business line of a commercial enterprise with multiple divisions or business lines if such division or business line is not engaged
in a Competitive Activity; provided that the Executive performs services solely for such non-competitive division or business
line. Further, notwithstanding anything to the contrary in this Section 8, it shall not be a violation of this Section 8 for
the Executive to engage in the private practice of law either individually or as a member of a law firm. The Executive’s obligations
under this Section 8 during the Restricted Period are expressly conditioned upon, and subject to, the Company’s compliance
with its applicable payment obligations, if any, under Section 6.
9. Change
of Control Provisions. (a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit
received or to be received by the Executive (including but not limited to any payment or benefit received in connection with a change
of control of the Company or Holdings or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement
or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”)
would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto
(the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G
of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary
so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided that the Total
Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount
of federal, state, municipal, and local income and employment taxes on such reduced Total Payments and after taking into account the
phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the
net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal, and local
income and employment taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of
such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable
to such unreduced Total Payments).
(b) In
the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are
payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if
necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued
at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are
determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; (iii) payments that are payable in
cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable
last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value
under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under
Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; and (v) all other non-cash benefits not otherwise
described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above
will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity
not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity
subject to Section 409A as deferred compensation.
(c) For
purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of
the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute
a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion
of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable
to the Executive and selected by the accounting firm which was, immediately prior to the change of control, the Company’s independent
auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of
the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax,
no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation
for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code (including, without limitation, any
portion of such Total Payments equal to the value of the covenant included in Section 8, as determined by the Auditor or such other
accounting, consulting or valuation firm selected by the Company prior to the change of control and reasonably acceptable to the Executive),
in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable
compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will
be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
(d) At
the time that payments are made under this Agreement, the Company will provide the Executive with a written statement setting forth the
manner in which such payments were calculated and the basis for such calculations, including but not limited to any opinions or other
advice the Company or Holdings received from Tax Counsel, the Auditor, or other advisors or consultants (and any such opinions or advice
which are in writing will be attached to the statement). If the Executive objects to the Company’s calculations, the Company will
pay to the Executive such portion of the Total Payments (up to 100% thereof) as the Executive determines is necessary to result in the
proper application of this Section 9. All determinations required by this Section 9 (or requested by either the Executive or
the Company in connection with this Section 9) will be at the expense of the Company. The fact that the Executive’s right
to payments or benefits may be reduced by reason of the limitations contained in this Section 9 will not of itself limit or otherwise
affect any other rights of the Executive under this Agreement.
(e) If
the Executive receives reduced payments and benefits by reason of this Section 9 and it is established pursuant to a determination
of a court which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding,
that the Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay the
Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.
10. Remedies.
The Executive and the Company agree that damages for breach of any of the covenants under Sections 7 and 8 will be difficult to determine
and inadequate to remedy the harm which may be caused thereby, and therefore consent that these covenants may be enforced by temporary
or permanent injunction without the necessity of bond. The Executive believes, as of the date of this Agreement, that the provisions
of this Agreement are reasonable and that the Executive is capable of gainful employment without breaching this Agreement. However, should
any court or arbitrator decline to enforce any provision of Section 7 or 8, this Agreement shall, to the extent applicable in the
circumstances before such court or arbitrator, be deemed to be modified to restrict the Executive’s competition with the Company
to the maximum extent of time, scope and geography which the court or arbitrator shall find enforceable, and such provisions shall be
so enforced.
11. Indemnification;
Directors’ and Officers’ Liability Insurance. Notwithstanding anything herein to the contrary, the Company shall
indemnify the Executive, both during and after the Term, to the full extent provided in the Company’s and Holdings’ respective
Certificates of Incorporation and Bylaws and the law of the State of Delaware in connection with the Executive’s activities as
an officer of the Company and Holdings, which shall survive the termination of the Executive’s employment with the Company or the
Term of this Agreement for any reason. In addition, during the Term and while potential liability exists (but in no event less than six
(6) years thereafter), the Company or any successor to the Company shall purchase and maintain, at its own expense, directors’
and officers’ liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided
to other directors and officers of the Company and Holdings (but in no event less than a reasonable amount of coverage). The provisions
of this section shall survive the termination of this Agreement and the Executive’s employment with the Company and Holdings.
12. Entire
Agreement. The provisions contained herein constitute the entire agreement between the parties with respect to the subject matter
hereof and supersede any and all prior agreements, understandings and communications between the parties, oral or written, with respect
to such subject matter, but excluding any equity award agreements between the Executive and the Company and/or Holdings. Nothing herein
is intended to supersede or waive obligations of the Executive to comply with any assignment of invention provisions applicable to the
Executive under the Code of Ethics or any assignment of invention agreement(s) between the Company and/or Holdings and the Executive.
13. Modification.
Any waiver, alteration, amendment or modification of any provisions of this Agreement shall not be valid unless in writing and signed
by both the Executive and the Company.
14. Severability.
If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability
shall not affect the remaining provisions hereof, which shall remain in full force and effect.
15. Assignment.
The Executive may not assign any of the Executive’s rights or delegate any of the Executive’s duties hereunder without the
prior written consent of the Company. The Company may not assign any of its rights or delegate any of its obligations hereunder without
the prior written consent of the Executive, except that any successor to the Company and/or Holdings by merger or purchase of all or
substantially all of the Company’s and/or Holdings’ assets shall assume this Agreement.
16. Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the successors in interest of the Executive and the Company.
17. Notices.
All notices and other communications required or permitted hereunder shall be made in writing and shall be deemed effective when delivered
personally or transmitted by facsimile transmission if received at the recipient’s location during normal business hours
or otherwise on the next business day, one (1) business day after deposit with a nationally recognized overnight courier (with next
day delivery specified) and five (5) days after mailing by registered or certified mail:
if to the Company:
Sirius XM Radio LLC
1221
Avenue of the Americas
35th Floor
New York, New York 10020
Attention: Chief Executive Officer
Telecopier: (212) 584-5353
if to the Executive:
Address on file at the offices of the Company
or to such other person or address as either party shall furnish in
writing to the other party from time to time.
18. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed entirely within the State of New York.
19. Non-Mitigation.
The Executive shall not be required to mitigate damages or seek other employment in order to receive compensation or benefits under Section 6;
nor shall the amount of any benefit or payment provided for under Section 6 be reduced by any compensation earned by the Executive
as the result of employment by another employer.
20. Arbitration.
(a) The Executive and the Company agree that if a dispute arises concerning or relating to the Executive’s employment
with the Company and/or Holdings, or the termination of the Executive’s employment, such dispute shall be submitted to binding
arbitration under the rules of the American Arbitration Association regarding resolution of employment disputes in effect at the
time such dispute arises. The arbitration shall take place in New York, New York, before a single experienced arbitrator licensed to
practice law in New York and selected in accordance with the American Arbitration Association rules and procedures. Except as provided
below, the Executive and the Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating
to or arising from the Executive’s employment with the Company and/or Holdings or the Executive’s termination, including
but not limited to disputes over rights provided by federal, state, or local statutes, regulations, ordinances, and common law, including
all laws that prohibit discrimination based on any protected classification. The parties expressly waive the right to a jury trial,
and agree that the arbitrator’s award shall be final and binding on both parties, and shall not be appealable. The arbitrator
shall have the discretion to award monetary and other damages, and any other relief that the arbitrator deems appropriate and is allowed
by law. The arbitrator shall also have the discretion to award the prevailing party reasonable costs and attorneys’ fees incurred
in bringing or defending an action, and shall award such costs and fees to the Executive in the event the Executive prevails on the merits
of any action brought hereunder.
(b) The
Company shall pay the cost of any arbitration proceedings under this Agreement if the Executive prevails in such arbitration on at least
one substantive issue.
(c) The
Company and the Executive agree that the sole dispute that is excepted from Section 20(a) is an action seeking injunctive relief
from a court of competent jurisdiction regarding enforcement and application of Sections 7, 8 or 10, which action may be brought in addition
to, or in place of, an arbitration proceeding in accordance with Section 20(a).
21. Compliance
with Section 409A. (a) To the extent applicable, it is intended that the compensation arrangements under this Agreement
be in full compliance with Section 409A (it being understood that certain compensation arrangements under this Agreement are intended
not to be subject to Section 409A). This Agreement shall be construed, to the maximum extent permitted, in a manner to give effect
to such intention. Notwithstanding anything in this Agreement to the contrary, distributions upon termination of the Executive’s
employment that constitute Nonqualified Deferred Compensation may only be made upon a Separation from Service. Neither the Company nor
any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest
or penalties, or liability for any damages related thereto. The Executive acknowledges that the Executive has been advised to obtain
independent legal, tax or other counsel in connection with Section 409A.
(b) With
respect to any amount of expenses eligible for reimbursement under this Agreement, such expenses will be reimbursed by the Company within
thirty (30) days following the date on which the Company receives the applicable invoice from the Executive in accordance with the Company’s
expense reimbursement policies, but in no event later than the last day of the Executive’s taxable year following the taxable year
in which the Executive incurs the related expenses. In no event will the reimbursements or in-kind benefits to be provided by the Company
in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s
right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
(c) Each
payment under this Agreement shall be regarded as a “separate payment” and not one of a series of payments for purposes of
Section 409A.
22. Counterparts.
This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each of the parties and delivered to the other party.
23. Executive’s
Representation. The Executive hereby represents and warrants to the Company that the Executive is not now under any contractual or
other obligation that is inconsistent with or in conflict with this Agreement or that would prevent, limit, or impair the Executive’s
performance of the Executive’s obligations under this Agreement. The Executive agrees to indemnify,
defend, and hold harmless the Company and its officers, directors, employees, agents, subsidiaries and affiliates from and against any
and all claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including, without limitation, attorneys’
fees and costs) arising out of or relating to any breach or alleged breach of any employment agreement,
non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other agreement or obligation with any of the
Executive's prior employers or any of their parents, owners, subsidiaries or affiliates.
24. Survivorship.
Upon the expiration or other termination of the Term of this Agreement or the Executive’s employment with the Company, the
respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties
under this Agreement.
25. Clawback
Provisions. Notwithstanding any other provision of this Agreement to the contrary, any incentive compensation received by the Executive
(including any cash compensation, restricted stock, restricted stock units, stock options or equity-based compensation granted and/or
shares issued with respect thereto, and/or any amount received with respect to any sale of any such shares) shall be subject to potential
cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, as
it may be amended from time to time (the “Policy”). The Executive agrees and consents to the Company’s application,
implementation and enforcement of (a) the Policy, or any similar policy established by the Company that may apply to the Executive,
and (b) any provision of applicable law, rule, or regulation of a securities exchange relating to cancellation, rescission, payback
or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy,
any similar policy (as applicable to the Executive) or applicable law, rule, or regulation of a securities exchange without further consent
or action being required by the Executive. To the extent that the terms of this Agreement and the Policy or any similar policy conflict,
then the terms of such policy shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.
| |
By: | /s/
Faye Tylee |
| |
| Faye Tylee |
| |
| Chief People + Culture Officer |
| /s/
Richard N. Baer |
| RICHARD N. BAER |
Exhibit A
SIRIUS XM HOLDINGS INC.
2024 LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
This
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated March 3, 2025 (the “Grant Date”),
is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”), and RICHARD N. BAER (the “Executive”).
1. Grant
of RSUs. Subject to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the
“Plan”), and the Employment Agreement, dated as of February 17, 2025 between Sirius XM Radio LLC and the Executive
(the “Employment Agreement”), the Company hereby grants [___________]1
restricted stock units (“RSUs”) to the Executive. Each RSU represents the unfunded, unsecured right of
the Executive to receive one share of common stock, par value $0.001 per share, of the Company (each, a “Share”) on
the dates specified in this Agreement.
2. Dividends.
If on any date while RSUs are outstanding the Company shall pay any dividend on the Shares (other than a dividend payable in Shares),
the number of RSUs granted hereunder to the Executive shall, as of the record date for such dividend payment, be increased by a number
of RSUs equal to: (a) the product of (x) the number of RSUs held by the Executive as of such record date hereunder, multiplied
by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash,
the per Share value of such dividend, as determined in good faith by the Company), divided by (b) the average closing price of a
Share on the Nasdaq Global Select Market during the twenty (20) trading days preceding, but not including, such record date. In the case
of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Executive hereunder shall
be increased by a number equal to the product of (1) the aggregate number of RSUs then held by the Executive hereunder on the record
date for such dividend, multiplied by (2) the number of Shares (including any fraction thereof) payable as a dividend on a Share.
In the case of any other change in the Shares occurring after the date hereof, the number of RSUs shall be adjusted as set forth in Section 4(b) of
the Plan.
3. Issuance
of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on
the first (1st) anniversary of the Grant Date, the Company shall issue, or cause there to be transferred, to the Executive
[____] Shares representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2,
if applicable), (ii) on the second (2nd) anniversary of the Grant Date, the Company shall issue, or cause there to be
transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as
adjusted pursuant to Section 2, if applicable), and (iii) on the third (3rd) anniversary of the Grant Date, the
Company shall issue, or cause there to be transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted
to the Executive under this Agreement (as adjusted pursuant to Section 2, if applicable), in each case, if the Executive continues
to be employed full-time by Sirius XM Radio LLC or any of its subsidiaries or affiliates (collectively “Sirius XM”)
on each of these dates, other than as specifically stated herein.
1 Number to be determined in accordance with Section 4(b)(i)
of the Employment Agreement.
(b) If
the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration;
provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability”
(as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement),
or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously
settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the
Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously
transferred, cancelled or forfeited), as adjusted pursuant to Section 2, if applicable. In order for the Executive to receive any
accelerated vesting pursuant to this Section 3(b), the Executive must execute a release in accordance with Section 6(h) of
the Employment Agreement (except that the Company’s Chief Executive Officer may waive such requirement in the case of the Executive’s
death).
4. Non-transferable.
The RSUs may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process.
Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of RSUs or of any right or privilege conferred hereby shall
be null and void. In the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be paid to the
Executive’s designated beneficiary (or, if none, to the Executive’s estate).
5. Withholding.
Prior to delivery of the Shares pursuant to this Agreement, the Company shall determine the amount of any United States federal, state
and local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of delivery of the Shares
pursuant to this Agreement, collect from the Executive the amount of any such tax to the extent not previously withheld in any manner
permitted by the Plan.
6. No
Rights of a Stockholder. The Executive shall not have any rights as a stockholder of the Company with respect to any Shares until
the Shares have been issued. Once an RSU vests and a Share is issued to the Executive pursuant to Section 3, such RSU is no longer
considered an RSU for purposes of this Agreement.
7. Rights
of the Executive. Neither this Agreement nor the RSUs shall confer upon the Executive any right to, or guarantee of, continued employment
with Sirius XM or in any way limit the right of Sirius XM to terminate the Executive’s employment at any time, subject to the terms
of the Employment Agreement.
8. Professional
Advice. The acceptance of the RSUs may have consequences under federal and state tax and securities laws that may vary depending
upon the individual circumstances of the Executive. Accordingly, the Executive acknowledges that the Executive has been advised to consult
the Executive’s personal legal and tax advisors in connection with this Agreement and the RSUs.
9. Agreement
Subject to the Plan. This Agreement and the RSUs are subject to the terms and conditions set forth in the Plan, which terms and conditions
are incorporated herein by reference. Capitalized terms used herein but not otherwise defined shall have the same meanings as in the
Plan. The Executive acknowledges that a copy of the Plan is posted on Sirius XM’s intranet site and the Executive agrees to review
it and comply with its terms. This Agreement, the Employment Agreement and the Plan constitute the entire understanding between or among
the Company, Sirius XM and the Executive with respect to the RSUs. In the event of any conflict between this Agreement and the Plan,
the Plan shall govern and prevail.
10. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall bind and
inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties hereto. Any disputes arising
from or relating to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment Agreement.
11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or when telecopied
(with confirmation of transmission received by the sender), three (3) business days after being sent by certified mail, postage
prepaid, return receipt requested or one (1) business day after being delivered to a nationally recognized overnight courier with
next day delivery specified to the parties at the following addresses (or at such other address for a party as shall be specified by
like notice):
| Company: | Sirius
XM Holdings Inc. |
1221
Avenue of the Americas
35th Floor
New York, New York 10020
Attention: Chief Executive Officer
Telecopier: (212) 584-5353
| Executive: | Address on file at the office of Sirius XM |
Notices sent by email or other electronic means
not specifically authorized by this Agreement shall not be effective for any purpose of this Agreement.
12. Binding
Effect. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance
with its terms.
13. Amendment.
The rights of the Executive hereunder may not be impaired by any amendment, alteration, suspension, discontinuance or termination of
the Plan or this Agreement without the Executive’s consent.
14. Section 409A.
This Agreement and the RSUs granted hereunder are intended to be exempt from Section 409A of the Code and the rules and regulations
thereunder such as to avoid any additional taxation under the Section 409A of the Code. Any ambiguity herein shall be interpreted
in accordance with the foregoing.
15. Clawback
Provisions. Notwithstanding any other provision of this Agreement to the contrary, any incentive compensation received by the Executive
(including any cash compensation, restricted stock, restricted stock units, stock options or equity-based compensation granted and/or
shares issued with respect thereto, and/or any amount received with respect to any sale of any such shares) shall be subject to potential
cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, as
it may be amended from time to time (the “Policy”). The Executive agrees and consents to the Company’s application,
implementation and enforcement of (a) the Policy, or any similar policy established by the Company that may apply to the Executive,
and (b) any provision of applicable law, rule, or a securities exchange regulation relating to cancellation, rescission, payback
or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy,
any similar policy (as applicable to the Executive) or applicable law, rule, or securities exchange regulation without further consent
or action being required by the Executive. To the extent that the terms of this Agreement and the Policy or any similar policy conflict,
then the terms of such policy shall prevail.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.
SIRIUS XM HOLDINGS INC.
| By: | |
|
|
| | Faye Tylee |
|
RICHARD N. BAER |
| | Chief People + Culture Officer |
|
|
Exhibit B
SIRIUS XM HOLDINGS INC.
2024 LONG-TERM STOCK INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
This
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated March 3, 2025 (the “Grant
Date”), is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”), and RICHARD N. BAER
(the “Executive”).
1. Grant
of PRSUs. Subject to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan
(the “Plan”), and the Employment Agreement dated as of February 17, 2025 between Sirius XM Radio LLC and the
Executive (the “Employment Agreement”), the Company hereby grants [_________]2
performance-based restricted stock units (“Target PRSUs”) to the Executive. Each PRSU represents the
unfunded, unsecured right of the Executive to receive one share of common stock, par value $0.001 per share, of the Company (each, a
“Share”) on the date specified in this Agreement.
2. Dividends.
If on any date while Target PRSUs are outstanding the Company shall pay any dividend on the Shares (other than a dividend payable in
Shares), the number of Target PRSUs granted hereunder to the Executive shall, as of the record date for such dividend payment, be increased
by a number of Target PRSUs equal to: (a) the product of (x) the number of Target PRSUs held by the Executive as of such record
date hereunder, multiplied by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable, in whole or
in part, other than in cash, the per Share value of such dividend, as determined in good faith by the Company), divided by (b) the
average closing price of a Share on the Nasdaq Global Select Market during the twenty (20) trading days preceding, but not including,
such record date. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of Target PRSUs granted
to the Executive hereunder shall be increased by a number equal to the product of (1) the aggregate number of Target PRSUs then
held by the Executive hereunder on the record date for such dividend, multiplied by (2) the number of Shares (including any fraction
thereof) payable as a dividend on a Share. In the case of any other change in the Shares occurring after the date hereof, the number
of Target PRSUs shall be adjusted as set forth in Section 4(b) of the Plan.
3. Issuance
of Shares Subject to PRSUs.
(a) Performance
Metric. All, or a portion, of the Target PRSUs shall be eligible to vest based on the Company’s “target” level
of achievement of cumulative free cash flow as set forth in the budget (the “Performance Metric Target”) approved
by the Compensation Committee of the Company’s Board of Directors in January 2025 (the “Compensation Committee”)
for the three-year period starting January 1, 2025 and ending December 31, 2027 (the “Performance Period”).
2 Number to be determined in accordance with Section 4(b)(ii)
of the Employment Agreement.
Free
cash flow shall be derived from cash flow provided by operating activities, net of additions to property and equipment, restricted and
other investment activity and the return of capital from investment in unconsolidated entities. The Compensation Committee shall adjust
or modify the calculation of free cash flow and/or the Performance Metric Target for the Performance Period in accordance with Sections
4(b) and 11(c) of the Plan, as applicable.
(b) Relative
Total Stockholder Return Modifier. The number of Target PRSUs that constitute Eligible PRSUs (as defined below) shall be modified
as set forth herein based on the Company’s level of achievement of the TSR Performance Metric set forth on the Performance Matrix
attached hereto as Annex A (the “Performance Matrix”), subject to the terms set forth therein and herein.
(c) Calculation
of Eligible PRSUs. The determination of the number of Target PRSUs that shall be eligible to vest on the Settlement Date (as defined
below) pursuant to this Agreement shall be determined as set forth below (such Target PRSUs, the “Eligible PRSUs”):
(i) If
the Company fails to achieve at least 50% of the Performance Metric Target, then 0% of the Target PRSUs shall constitute Eligible PRSUs;
(ii) If
the Company’s achievement of the Performance Metric Target is at least 50% but less than 100% of the Performance Metric Target,
then the number of Target PRSUs that become Eligible PRSUs shall be determined by straight line interpolation between the 50% and 100%;
(iii) Upon
achieving 100% of the Performance Metric Target, 100% of the Target PRSUs shall constitute Eligible PRSUs;
(iv) If
the Company’s achievement of the Performance Metric Target is greater than 100% of the Performance Metric Target, then the number
of Target PRSUs that become Eligible PRSUs shall be increased and determined by straight line interpolation between 100% and the actual
percentage that the Company’s achievement exceeds the Performance Metric Target, not to exceed 200% of the Target PRSUs; and
(v) the
number of Eligible PRSUs as determined in accordance with the terms of Section 3(c)(ii), (iii) or (iv) shall then be increased
or decreased, in each case, based on the level of achievement of the TSR Performance Metric as set forth in the Performance Matrix. Specifically,
if (1) the Company’s Percentile (as defined in Annex A) is less than 25%, then the Eligible PRSUs as determined in accordance
with the terms of Section 3(c)(ii), (iii) or (iv) shall then be decreased by 25%; (2) the Company’s Percentile
is at least 25% and up to and including 75%, then the Eligible PRSUs as determined in accordance with the terms of Section 3(c)(ii),
(iii) or (iv) shall not be modified; and (3) the Company’s Percentile is greater than 75%, then the Eligible PRSUs
as determined in accordance with the terms of Section 3(c)(ii), (iii) or (iv) shall then be increased by 25%; provided
that in no event shall the Eligible PRSUs exceed 200% of the Target PRSUs.
Any Target PRSUs that do not constitute Eligible
PRSUs as of the Certification Date (as defined below) shall be cancelled on the Certification Date.
(d) Certification
of Eligible PRSUs. No later than sixty (60) days following the end of the Performance Period, the Company shall submit to
the Compensation Committee for its certification the level of achievement of the Performance Metric Target, as modified by the TSR Performance
Metric (such actual date of certification, the “Certification Date”), and determine the number of Target PRSUs that
shall constitute Eligible PRSUs.
(e) Issuance
of Eligible PRSUs. The Eligible PRSUs shall vest subject to the Executive remaining employed full-time with Sirius XM Radio LLC or
any of its subsidiaries or affiliates (collectively “Sirius XM”) through the third (3rd) anniversary of
the Grant Date (such date, the “Settlement Date”). Subject to the terms of this Agreement and/or the Plan, the Company
shall issue to the Executive within one business day of the Settlement Date a number of Shares equal to the number of Eligible PRSUs
held by the Executive as of the Settlement Date.
4. Termination
of Employment. (a) If the Executive’s employment with Sirius XM terminates for any reason prior to the Settlement Date,
then all of the Target PRSUs (and any right to receive additional PRSUs above the Target PRSUs) shall immediately terminate without consideration;
provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability”
(as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement),
or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement) (any such applicable date
of termination, the “PRSU Termination Date”), then the Target PRSUs shall be treated in the following manner:
(i) if
the PRSU Termination Date occurs on or prior to the end of the Performance Period, then the Target PRSUs granted to the Executive under
this Agreement, to the extent not previously settled, cancelled or forfeited, shall, subject to Section 4(b), become vested and,
pursuant to Section 4(c), the Company shall issue, or cause there to be transferred, to the Executive the amount of Shares equal
to the number of Target PRSUs granted to the Executive under this Agreement, as adjusted pursuant to Section 2, if applicable; and
(ii) if
the PRSU Termination Date occurs after the last day of the Performance Period, all Eligible PRSUs, to the extent not previously settled,
cancelled or forfeited, shall, subject to Section 4(b), become vested on the Certification Date and the Company shall issue, or
cause there to be transferred, to the Executive the amount of Shares equal to the number of Eligible PRSUs earned pursuant to Section 3(c),
as adjusted pursuant to Section 2, if applicable.
(b) In
the event the Executive’s employment with Sirius XM terminates due to death or Disability, by Sirius XM without Cause or by the
Executive for Good Reason, the condition in Section 3(e) that the Executive be an employee of Sirius XM shall be waived in
order to give effect to Section 4(a); provided that the Executive executes a release in accordance with Section 6(h) of
the Employment Agreement (except that the Company’s Chief Executive Officer may waive such requirement in the case of the Executive’s
death).
(c) The
Company shall issue, or cause there to be transferred, to the Executive an amount of Shares representing the Target PRSUs or the Eligible
PRSUs (as adjusted pursuant to Section 2, if applicable) as provided in Section 4(a)(i) or (ii), as applicable, on the
60th day following the Executive’s termination of employment, but in no event later than March 15th
of the year following the year of such termination of employment.
5. Non-transferable.
The PRSUs may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process.
Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the PRSUs or of any right or privilege conferred hereby
shall be null and void. In the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be paid
to the Executive’s designated beneficiary (or, if none, to the Executive’s estate).
6. Withholding.
Prior to delivery of the Shares pursuant to this Agreement, the Company shall determine the amount of any United States federal, state
and local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of delivery of the Shares
pursuant to this Agreement, collect from the Executive the amount of any such tax to the extent not previously withheld in any manner
permitted by the Plan.
7. No
Rights of a Stockholder. The Executive shall not have any rights as a stockholder of the Company with respect to any Shares until
the Shares have been issued. Once a PRSU vests and a Share is issued to the Executive pursuant to Sections 3 and 4, such PRSU is no longer
considered a PRSU for purposes of this Agreement.
8. Rights
of the Executive. Neither this Agreement nor the PRSUs shall confer upon the Executive any right to, or guarantee of, continued employment
with Sirius XM, or in any way limit the right of Sirius XM to terminate the Executive’s employment at any time, subject to the
terms of the Employment Agreement.
9. Professional
Advice. The acceptance of the PRSUs may have consequences under federal and state tax and securities laws that may vary depending
upon the individual circumstances of the Executive. Accordingly, the Executive acknowledges that the Executive has been advised to consult
the Executive’s personal legal and tax advisors in connection with this Agreement and the PRSUs.
10. Agreement
Subject to the Plan. This Agreement and the PRSUs are subject to the terms and conditions set forth in the Plan, which terms and
conditions are incorporated herein by reference. Capitalized terms used herein but not otherwise defined shall have the same meanings
as in the Plan. The Executive acknowledges that a copy of the Plan is posted on Sirius XM’s intranet site and the Executive agrees
to review it and comply with its terms. This Agreement, the Employment Agreement and the Plan constitute the entire understanding between
or among the Company, Sirius XM and the Executive with respect to the PRSUs. In the event of any conflict between this Agreement and
the Plan, the Plan shall govern and prevail.
11. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall bind and
inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties hereto. Any disputes arising
from or relating to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment Agreement.
12. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or when telecopied
(with confirmation of transmission received by the sender), three (3) business days after being sent by certified mail, postage
prepaid, return receipt requested or one (1) business day after being delivered to a nationally recognized overnight courier with
next day delivery specified to the parties at the following addresses (or at such other address for a party as shall be specified by
like notice):
| Company: | Sirius
XM Holdings Inc. |
1221
Avenue of the Americas
35th Floor
New York, New York 10020
Attention: Chief Executive Officer
Telecopier: (212) 584-5353
| Executive: | Address on file at the office of Sirius XM |
Notices sent by email or other electronic means
not specifically authorized by this Agreement shall not be effective for any purpose of this Agreement.
13. Binding
Effect. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance
with its terms.
14. Amendment.
The rights of the Executive hereunder may not be impaired by any amendment, alteration, suspension, discontinuance or termination of
the Plan or this Agreement without the Executive’s consent.
15. Section 409A.
This Agreement and the PRSUs granted hereunder are intended to be exempt from Section 409A of the Code and the rules and regulations
thereunder such as to avoid any additional taxation under the Section 409A of the Code. Any ambiguity herein shall be interpreted
in accordance with the foregoing.
16. Clawback
Provisions. Notwithstanding any other provision of this Agreement to the contrary, any incentive compensation received by the Executive
(including any cash compensation, restricted stock, restricted stock units, stock options or equity-based compensation granted and/or
shares issued with respect thereto, and/or any amount received with respect to any sale of any such shares) shall be subject to potential
cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, as
it may be amended from time to time (the “Policy”). The Executive agrees and consents to the Company’s application,
implementation and enforcement of (a) the Policy, or any similar policy established by the Company that may apply to the Executive,
and (b) any provision of applicable law, rule, or a securities exchange regulation relating to cancellation, rescission, payback
or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy,
any similar policy (as applicable to the Executive) or applicable law, rule, or a securities exchange regulation without further consent
or action being required by the Executive. To the extent that the terms of this Agreement and the Policy or any similar policy conflict,
then the terms of such policy shall prevail.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.
SIRIUS
XM HOLDINGS INC.
| By: |
|
|
|
| |
Faye Tylee |
|
RICHARD N. BAER |
| |
Chief People + Culture Officer |
|
|
Annex A
Performance Matrix
The “Performance Period” shall
be January 1, 2025 through December 31, 2027.
The “TSR Performance Metric”
shall be the three-year total shareholder return (“TSR”) of the Company relative to the other entities in the TSR
Index (as defined below). Achievement of the TSR Performance Metric shall be determined by the percentile rank of the Company’s
TSR relative to the TSR of each other entity in the TSR Index.
Determination
of TSR: TSR for the Company and each other entity in the TSR Index shall be determined in accordance with the following formula.
TSR shall be equal to (a) divided by (b) minus (c), expressed as a percentage, where:
(a) is equal to the product of (i) and
(ii), where (i) is the Ending Price and (ii) is the Reinvestment Factor;
(b) is equal to the
Starting Price; and
(c) is equal to one.
For
purposes of determining TSR:
“Starting
Price” means $24.39425 per share, the average closing price of one share of common stock on the applicable stock exchange
during the twenty (20) trading days immediately preceding and including the first day of the Performance Period.
“Ending Price” means the average
closing price of one share of common stock on the applicable stock exchange during the twenty (20) trading days immediately preceding
and including the last day of the Performance Period; provided that, in the case of a Change of Control, the Ending Price for
the Company shall be the fair market value of a Share immediately prior to the Change of Control, and the Ending Price for all other
companies shall be the average closing price of one share of common stock on the applicable stock exchange during the twenty (20) trading
days immediately preceding the date of the Change of Control.
“Reinvestment Factor” means
the Total Share Count at the end of the Performance Period.
“Total Share Count” equals
one share of the Company’s common stock on the first day of the Performance Period, which is adjusted cumulatively for any dividends
declared over the Performance Period. The adjustment for each dividend declaration shall increase the Total Share Count by an amount
calculated as the sum of (x) and (y), where:
(x) equals the Current Total Share Count;
and
(y) equals the calculated result of (i) multiplied
by (ii) and divided by (iii), where (i) is the Current Total Share Count, (ii) is the dollar value of the declared dividend,
and (iii) is the closing price of the company’s Common stock on the payment date.
“Current Total Share Count”
means the Total Share Count before each dividend adjustment, if any.
The Company’s “Rank”
shall be determined by the Company’s position within the ranking of each entity in the TSR Index (including the Company) in descending
order based on their respective TSRs (with the highest TSR having a Rank of one). For purposes of developing the ordering provided in
the immediately-preceding sentence, (A) any entity that filed for bankruptcy protection under the United States Bankruptcy Code
during the Performance Period shall be assigned the lowest order of any entity in the TSR Index such that such entity’s TSR is
fixed at -100%, (B) any entity that is acquired during the Performance Period, or otherwise no longer listed on a national securities
exchange at the end of the Performance Period (other than the Company), shall be removed from the TSR Index and shall be excluded for
purposes of ordering the entities in the TSR Index (and for purposes of calculating the Company’s Percentile) and (C) any
entity that has issued multiple classes of stock that are contained in the TSR Index shall be aggregated and considered one entity.
After determining the Company’s Rank, the
Company’s “Percentile” will be calculated as follows:
where:
“P” represents the Percentile which
will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.
“N” represents the total number of
entities in the TSR Index (including the Company, but after removal of any entities in accordance with the calculation of the Rank).
“R” represents Company’s Rank
(as determined above).
In addition to the Company, the “TSR
Index” shall be comprised of the companies in the S&P 1500 Media & Entertainment Index as in effect on the first
day of the Performance Period (subject to adjustment as set forth in the definition of Rank above).
Exhibit C
SIRIUS XM HOLDINGS INC.
2024 LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
This
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated March 3, 2025 (the “Grant Date”),
is between SIRIUS XM HOLDINGS INC., a Delaware corporation (the “Company”), and RICHARD N. BAER (the “Executive”).
1. Grant
of RSUs. Subject to the terms and conditions of this Agreement, the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the
“Plan”), and the Employment Agreement, dated as of February 17, 2025 between Sirius XM Radio LLC and the Executive
(the “Employment Agreement”), the Company hereby grants [___________]3
restricted stock units (“RSUs”) to the Executive. Each RSU represents the unfunded, unsecured right of
the Executive to receive one share of common stock, par value $0.001 per share, of the Company (each, a “Share”) on
the dates specified in this Agreement.
2. Dividends.
If on any date while RSUs are outstanding the Company shall pay any dividend on the Shares (other than a dividend payable in Shares),
the number of RSUs granted hereunder to the Executive shall, as of the record date for such dividend payment, be increased by a number
of RSUs equal to: (a) the product of (x) the number of RSUs held by the Executive as of such record date hereunder, multiplied
by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable, in whole or in part, other than in cash,
the per Share value of such dividend, as determined in good faith by the Company), divided by (b) the average closing price of a
Share on the Nasdaq Global Select Market during the twenty (20) trading days preceding, but not including, such record date. In the case
of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Executive hereunder shall
be increased by a number equal to the product of (1) the aggregate number of RSUs then held by the Executive hereunder on the record
date for such dividend, multiplied by (2) the number of Shares (including any fraction thereof) payable as a dividend on a Share.
In the case of any other change in the Shares occurring after the date hereof, the number of RSUs shall be adjusted as set forth in Section 4(b) of
the Plan.
3. Issuance
of Shares subject to RSUs. (a) Subject to earlier issuance pursuant to the terms of this Agreement or the Plan, (i) on
the first (1st) anniversary of the Grant Date, the Company shall issue, or cause there to be transferred, to the Executive
[____] Shares representing an equal number of RSUs granted to the Executive under this Agreement (as adjusted pursuant to Section 2,
if applicable), and (ii) on the second (2nd) anniversary of the Grant Date, the Company shall issue, or cause there to
be transferred, to the Executive [_____] Shares, representing an equal number of RSUs granted to the Executive under this Agreement (as
adjusted pursuant to Section 2, if applicable), in each case, if the Executive continues to be employed full-time by Sirius XM Radio
LLC or any of its subsidiaries or affiliates (collectively “Sirius XM”) on each of these dates, other than as specifically
stated herein.
3 Number to be determined in accordance with Section 4(b)(iii)
of the Employment Agreement.
(c) If
the Executive’s employment with Sirius XM terminates for any reason, the RSUs shall immediately terminate without consideration;
provided that if the Executive’s employment with Sirius XM is terminated (x) due to death or “Disability”
(as defined in the Employment Agreement), (y) by Sirius XM without “Cause” (as defined in the Employment Agreement),
or (z) by the Executive for “Good Reason” (as defined in the Employment Agreement), the RSUs, to the extent not previously
settled, cancelled or forfeited, shall immediately become vested and the Company shall issue, or cause there to be transferred, to the
Executive the amount of Shares equal to the number of RSUs granted to the Executive under this Agreement (to the extent not previously
transferred, cancelled or forfeited), as adjusted pursuant to Section 2, if applicable. In order for the Executive to receive any
accelerated vesting pursuant to this Section 3(b), the Executive must execute a release in accordance with Section 6(h) of
the Employment Agreement (except that the Company’s Chief Executive Officer may waive such requirement in the case of the Executive’s
death).
4. Non-transferable.
The RSUs may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process.
Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of RSUs or of any right or privilege conferred hereby shall
be null and void. In the event of the Executive’s death, any amounts owed to the Executive hereunder shall instead be paid to the
Executive’s designated beneficiary (or, if none, to the Executive’s estate).
5. Withholding.
Prior to delivery of the Shares pursuant to this Agreement, the Company shall determine the amount of any United States federal, state
and local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of delivery of the Shares
pursuant to this Agreement, collect from the Executive the amount of any such tax to the extent not previously withheld in any manner
permitted by the Plan.
6. No
Rights of a Stockholder. The Executive shall not have any rights as a stockholder of the Company with respect to any Shares until
the Shares have been issued. Once an RSU vests and a Share is issued to the Executive pursuant to Section 3, such RSU is no longer
considered an RSU for purposes of this Agreement.
7. Rights
of the Executive. Neither this Agreement nor the RSUs shall confer upon the Executive any right to, or guarantee of, continued employment
with Sirius XM or in any way limit the right of Sirius XM to terminate the Executive’s employment at any time, subject to the terms
of the Employment Agreement.
8. Professional
Advice. The acceptance of the RSUs may have consequences under federal and state tax and securities laws that may vary depending
upon the individual circumstances of the Executive. Accordingly, the Executive acknowledges that the Executive has been advised to consult
the Executive’s personal legal and tax advisors in connection with this Agreement and the RSUs.
9. Agreement
Subject to the Plan. This Agreement and the RSUs are subject to the terms and conditions set forth in the Plan, which terms and conditions
are incorporated herein by reference. Capitalized terms used herein but not otherwise defined shall have the same meanings as in the
Plan. The Executive acknowledges that a copy of the Plan is posted on Sirius XM’s intranet site and the Executive agrees to review
it and comply with its terms. This Agreement, the Employment Agreement and the Plan constitute the entire understanding between or among
the Company, Sirius XM and the Executive with respect to the RSUs. In the event of any conflict between this Agreement and the Plan,
the Plan shall govern and prevail.
10. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, and shall bind and
inure to the benefit of the heirs, executors, personal representatives, successors and assigns of the parties hereto. Any disputes arising
from or relating to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment Agreement.
11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or when telecopied
(with confirmation of transmission received by the sender), three (3) business days after being sent by certified mail, postage
prepaid, return receipt requested or one (1) business day after being delivered to a nationally recognized overnight courier with
next day delivery specified to the parties at the following addresses (or at such other address for a party as shall be specified by
like notice):
| Company: | Sirius
XM Holdings Inc. |
1221
Avenue of the Americas
35th Floor
New York, New York 10020
Attention: Chief Executive Officer
Telecopier: (212) 584-5353
| Executive: | Address on file at the office of Sirius XM |
Notices sent by email or other electronic means
not specifically authorized by this Agreement shall not be effective for any purpose of this Agreement.
12. Binding
Effect. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance
with its terms.
13. Amendment.
The rights of the Executive hereunder may not be impaired by any amendment, alteration, suspension, discontinuance or termination of
the Plan or this Agreement without the Executive’s consent.
14. Section 409A.
This Agreement and the RSUs granted hereunder are intended to be exempt from Section 409A of the Code and the rules and regulations
thereunder such as to avoid any additional taxation under the Section 409A of the Code. Any ambiguity herein shall be interpreted
in accordance with the foregoing.
15. Clawback
Provisions. Notwithstanding any other provision of this Agreement to the contrary, any incentive compensation received by the Executive
(including any cash compensation, restricted stock, restricted stock units, stock options or equity-based compensation granted and/or
shares issued with respect thereto, and/or any amount received with respect to any sale of any such shares) shall be subject to potential
cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, as
it may be amended from time to time (the “Policy”). The Executive agrees and consents to the Company’s application,
implementation and enforcement of (a) the Policy, or any similar policy established by the Company that may apply to the Executive,
and (b) any provision of applicable law, rule, or a securities exchange regulation relating to cancellation, rescission, payback
or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy,
any similar policy (as applicable to the Executive) or applicable law, rule, or securities exchange regulation without further consent
or action being required by the Executive. To the extent that the terms of this Agreement and the Policy or any similar policy conflict,
then the terms of such policy shall prevail.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first above written.
SIRIUS
XM HOLDINGS INC.
| By: |
|
|
|
| |
Faye Tylee |
|
RICHARD N. BAER |
| |
Chief People + Culture Officer |
|
|
Exhibit D
AGREEMENT AND RELEASE
This
Agreement and Release, dated as of [_____] (this “Agreement”), is entered into by and between RICHARD N. BAER
(the “Executive”) and SIRIUS XM RADIO LLC (the “Company”).
The purpose of this Agreement is to completely and
finally settle, resolve, and forever extinguish all obligations, disputes and differences arising out of the Executive’s employment
with and separation from the Company.
NOW, THEREFORE, in consideration of the mutual promises
and covenants contained in this Agreement, the Executive and the Company hereby agree as follows:
1. The
Executive’s employment with the Company is terminated as of [_____] (the “Termination Date”).
2. The
Company and the Executive agree that the Executive shall be provided severance pay and other benefits, less all legally required and
authorized deductions, in accordance with the terms of Section 6(g)(ii) of the Employment Agreement between the Executive and
the Company, dated as of February 17, 2025 (the “Employment Agreement”); provided that no such severance
benefits (or equity acceleration, if any, under the award agreements described in Section 14 of this Agreement) shall be paid or
provided if the Executive revokes this Agreement pursuant to Section 4 below, except for the Accrued Payments and Benefits (as defined
in the Employment Agreement). The Executive acknowledges and agrees that the Executive is entering into this Agreement in consideration
of such severance benefits and the Company’s agreements set forth herein. Any vacation pay earned and unused as of the Termination
Date will be paid to the Executive within thirty (30) days following the Termination Date to the extent required by law. Except as set
forth above, the Executive will not be eligible for any other compensation or benefits following the Termination Date, other than the
rights, if any, granted to the Executive under the terms of the award agreements described in Section 14 of this Agreement.
3. The
Executive, with the intention of binding the Executive and the Executive’s heirs, attorneys, agents, spouse and assigns, hereby
waives, releases and forever discharges Sirius XM Holdings Inc. (“Holdings”), the Company and their respective parents,
subsidiaries, and affiliated companies and its and their predecessors, successors, and assigns, if any, as well as all of their respective
officers, directors and employees, stockholders, agents, servants, representatives, and attorneys, and the predecessors, successors,
heirs and assigns of each of them (collectively “Released Parties”), from any and all grievances, claims, demands,
causes of action, obligations, damages and/or liabilities of any nature whatsoever, whether known or unknown, suspected or claimed, which
the Executive ever had, now has, or claims to have against the Released Parties, by reason of any act or omission occurring before the
Executive’s execution of this Agreement, including, without limiting the generality of the foregoing, (a) any act, cause,
matter or thing stated, claimed or alleged, or which was or which could have been alleged in any manner against the Released Parties
prior to the execution of this Agreement and (b) all claims for any payment under the Employment Agreement, and (c) all claims
for discrimination, harassment, hostile work environment and/or retaliation, under Title VII of the Civil Rights Act of 1964, as amended,
the Civil Rights Act of 1991, as amended, the New York State Human Rights Law, as amended, the Age Discrimination in Employment Act (“ADEA”)
and the Older Workers Benefit Protection Act (“OWBPA”), and the Americans with Disabilities Act of 1990, as well as
any and all claims, demands, causes of action, charges, obligations and liabilities arising out of any alleged contract of employment,
whether written, oral, express or implied, or any other federal, state or local civil or human rights or labor law, ordinances, rules,
regulations, guidelines, statutes, common law, contract or tort law, arising out of or relating to the Executive’s employment with
and/or separation from the Company, including but not limited to the termination of his employment on the Termination Date, and/or any
events occurring prior to the execution of this Agreement; provided that nothing contained in this Agreement shall affect the
Executive’s rights (i) to indemnification from the Company as provided in the Employment Agreement or otherwise; (ii) to
coverage under the Company’s directors and officers liability insurance policies; (iii) to vested benefits which by their
express terms entitle the Executive to benefits beyond the Executive’s separation from employment (including, without limitation,
the Executive’s rights under Section 6(g) of the Employment Agreement); and (iv) under this Agreement.
4. Pursuant
to the OWBPA, the Executive understands and specifically acknowledges that by executing this Agreement the Executive is waiving all rights
or claims that the Executive has or may have under ADEA (which includes, but is not limited to, any claim that any Released Party discriminated
against the Executive on account of the Executive’s age), including, without limitation, those arising out of or relating
to the Executive’s employment with and/or separation from the Company, the termination of the Executive’s employment on the
Termination Date, and/or any events occurring prior to the execution of this Agreement. In accordance with the ADEA, the Company specifically
hereby advises the Executive that: (1) the Executive may and should consult an attorney before signing this Agreement, (2) the
Executive has [twenty-one (21)/forty-five (45)]4
days to consider this Agreement, and (3) the Executive has seven (7) days after signing this Agreement to revoke this Agreement.
5. Notwithstanding
the above, nothing in this Agreement prevents or precludes the Executive from (a) challenging or seeking a determination of the
validity of this Agreement under the ADEA; or (b) filing an administrative charge of discrimination under any applicable statute
or participating in any investigation or proceeding conducted by a governmental agency. Section 7(c) of the Employment Agreement
is hereby incorporated by reference in its entirety.
6. The
Executive acknowledges that the Executive may hereafter discover claims or facts in addition to or different from those which the Executive
now knows or believes to exist with respect to the subject matter of this Agreement which, if known or suspected at the time the Executive
executes this Agreement, may have materially affected this Agreement and the Executive’s decision to enter into it. Nevertheless,
except to the extent expressly not waived as part of this Agreement, the Executive hereby waives any right, claim or cause of action
that might arise as a result of such different or additional claims or facts.
4 To be determined by the Company in connection with the
termination.
7. This
release does not affect or impair the Executive’s rights with respect to workers’ compensation or similar claims under applicable
law or any claims under medical, dental, disability, life or other insurance arising prior to the date hereof.
8. The
Executive warrants that the Executive has not made any assignment, transfer, conveyance or alienation of any potential claim, cause of
action, or any right of any kind whatsoever, including but not limited to, potential claims and remedies for discrimination, harassment,
retaliation, or wrongful termination, and that no other person or entity of any kind has had, or now has, any financial or other interest
in any of the demands, obligations, causes of action, debts, liabilities, rights, contracts, damages, costs, expenses, losses or claims
which could have been asserted by the Executive against the Company or any other Released Party.
9. The
Executive shall not make any disparaging remarks about any of Holdings, the Company or any of their directors, officers, agents or employees
(collectively, the “Nondisparagement Group”) and/or any of their respective practices or products; provided
that the Executive may provide truthful and accurate facts and opinions about any member of the Nondisparagement Group where required
to do so by law and may respond to disparaging remarks about the Executive made by any member of the Nondisparagement Group. The Company
and Holdings shall not, and they shall instruct their officers not to, make any disparaging remarks about the Executive; provided
that any member of the Nondisparagement Group may provide truthful and accurate facts and opinions about the Executive where required
to do so by law and may respond to disparaging remarks made by the Executive or the Executive’s agents or family members.
10. The
parties expressly agree that this Agreement shall not be construed as an admission by any of the parties of any violation, liability
or wrongdoing, and shall not be admissible in any proceeding as evidence of or an admission by any party of any violation or wrongdoing.
The Company expressly denies any violation of any federal, state, or local statute, ordinance, rule, regulation, order, common law or
other law in connection with the employment and termination of employment of the Executive.
11. In
the event of a dispute concerning the enforcement of this Agreement, the finder of fact shall have the discretion to award the prevailing
party reasonable costs and attorneys’ fees incurred in bringing or defending an action, and shall award such costs and fees to
the Executive in the event the Executive prevails on the merits of any action brought hereunder. All other requests for relief or damages
awards shall be governed by Sections 20(a) and 20(b) of the Employment Agreement.
12. The
parties declare and represent that no promise, inducement, or agreement not expressed herein has been made to them.
13. This
Agreement in all respects shall be interpreted, enforced and governed under the laws of the State of New York and any applicable federal
laws relating to the subject matter of this Agreement. The language of all parts of this Agreement shall in all cases be construed as
a whole, according to its fair meaning, and not strictly for or against any of the parties. This Agreement shall be construed as if jointly
prepared by the Executive and the Company. Any uncertainty or ambiguity shall not be interpreted against any one party.
14. This
Agreement, the Employment Agreement[, and _____]5
between the Executive and the Company contain the entire agreement of the parties as to the subject matter hereof. No modification or
waiver of any of the provisions of this Agreement shall be valid and enforceable unless such modification or waiver is in writing and
signed by the party to be charged, and unless otherwise stated therein, no such modification or waiver shall constitute a modification
or waiver of any other provision of this Agreement (whether or not similar) or constitute a continuing waiver.
15. The
Executive and the Company represent that they have been afforded a reasonable period of time within which to consider the terms of this
Agreement (including but not limited to the foregoing release), that they have read this Agreement, and they are fully aware of its legal
effects. The Executive and the Company further represent and warrant that they enter into this Agreement knowingly and voluntarily, without
any mistake, duress, coercion or undue influence, and that they have been provided the opportunity to review this Agreement with counsel
of their own choosing. In making this Agreement, each party relies upon their own judgment, belief and knowledge, and has not been influenced
in any way by any representations or statements not set forth herein regarding the contents hereof by the entities who are hereby released,
or by anyone representing them.
16. This
Agreement may be executed in counterparts, all of which shall be considered one and the same agreement, and shall become effective when
one or more counterparts have been signed by each of the parties and delivered to the other parties. The parties further agree that delivery
of an executed counterpart by facsimile shall be as effective as delivery of an originally executed counterpart. This Agreement shall
be of no force or effect until executed by all the signatories.
17. The
Executive warrants that the Executive will return to the Company all software, computers, computer-related equipment, keys and all materials
(including, without limitation, copies) obtained or created by the Executive in the course of the Executive’s employment with the
Company on or before the Termination Date; provided that the Executive will be able to keep the Executive’s cell phones,
personal computers, personal contact list and the like so long as any confidential information is removed from such items.
18. Any
existing obligations the Executive has with respect to confidentiality, nonsolicitation of clients, nonsolicitation of employees and
noncompetition, in each case with the Company or its subsidiaries or affiliates, shall remain in full force and effect, including, but
not limited to, Sections 7 and 8 of the Employment Agreement.
19. Any
disputes arising from or relating to this Agreement shall be subject to arbitration pursuant to Section 20 of the Employment Agreement.
20. Should
any provision of this Agreement be declared or be determined by a forum with competent jurisdiction to be illegal or invalid, the validity
of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term, or provision shall
be deemed not to be a part of this Agreement.
5 List any outstanding award agreements.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the respective dates set forth below.
SIRIUS
XM RADIO LLC
| By: |
|
|
|
| |
Name: |
|
RICHARD N. BAER |
| |
Title: |
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
SiriusXM Appoints Richard N. Baer as Executive
Vice President, General Counsel and Secretary
NEW YORK – Feb. 18, 2025
– Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced the appointment of Richard
N. Baer as Executive Vice President, General Counsel and Secretary, effective March 3, 2025. Baer succeeds Patrick Donnelly who,
as previously announced, is retiring.
Baer is an accomplished attorney and business advisor with over 40
years of experience. Most recently, Baer served as Chief Legal Officer at Airbnb, Inc., where he oversaw its legal, community policy
and ethics and compliance functions. Prior to joining Airbnb, Baer served as chief legal officer at Liberty Media, UnitedHealth Group
and Qwest Communications. He also previously served as chairman of the litigation department of a prominent Denver law firm.
Jennifer Witz, Chief Executive Officer of SiriusXM, commented, “We
are excited to bring Rich on board and to benefit from his more than two decades of experience and expertise as a senior leader at a variety
of complex businesses. I’m confident that his ability to navigate legal issues and balance the needs of a business will enable him
to succeed here at SiriusXM. I look forward to working closely with him and benefitting from his perspectives and insights as we execute
our strategic plans and shape the future of our company.”
Witz added, “On behalf of everyone at SiriusXM, I want to
thank Pat for his dedication, support and unwavering commitment to SiriusXM. Over his nearly twenty-seven years with the Company, few
people have made a more indelible mark on SiriusXM than Pat. We wish him well in his very well-deserved retirement.”
Baer said, “As a long-time listener, I could not be more
excited to be joining SiriusXM. I look forward to working alongside Jennifer and the rest of my colleagues to bolster the Company’s
legal, compliance, governance and operational foundation as we work to achieve our strategic priorities and drive the business forward.”
About Rich Baer
Rich Baer most recently served as Chief Legal Officer of Airbnb. Prior
to Airbnb, Baer spent time at Liberty Media as Chief Administrative Officer and Chief Legal Officer, at UnitedHealth Group as Executive
Vice President and Chief Legal Officer and at Qwest Communications International as Executive Vice President, General Counsel and Chief
Administrative Officer. Prior to joining Qwest, Baer served as chairman of the litigation department at the Denver law firm of Sherman &
Howard L.L.C. Baer started his career as a homicide prosecutor in Brooklyn, New York.
In addition to his professional accomplishments, Baer has devoted significant
time to the public good, including serving as the Chairman and long-standing board member of National Jewish Health, the country’s
leading respiratory hospital, the Chairman of the Colorado Workforce Development Council and a board member of the Colorado Legal Aid
Foundation, the Institute for the Advancement of the American Legal System, the Duke University School of Law Board of Visitors, the Executive
Advisory Board of the Daniels College of Business and the Colorado Campaign for Inclusive Excellence. Baer also served as Chair of the
Board of Directors at CommerceHub.
Baer received a B.A. in Economics from Columbia University and a J.D.
from the Duke University School of Law.
About Sirius XM Holdings Inc.
SiriusXM is the leading audio entertainment company in North America
with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium
music streaming services of Pandora; an expansive podcast network; and a suite of business and advertising solutions. Reaching a combined
monthly audience of approximately 160 million listeners, SiriusXM offers a broad range of content for listeners everywhere they tune in
with a diverse mix of live, on-demand, and curated programming across music, talk, news, and sports. For more about SiriusXM, please go
to: www.siriusxm.com.
Investor Contacts:
Hooper Stevens
hooper.stevens@siriusxm.com
Natalie Candela
natalie.candela@siriusxm.com
Media Contact:
Maggie Mitchell
maggie.mitchell@siriusxm.com
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Grafico Azioni SiriusXM (NASDAQ:SIRI)
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