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Exhibit 10.1
SECOND AMENDMENT
SECOND AMENDMENT, dated as of February 12, 2008 (this
“ Second
Amendment ”), to the Employment Agreement, dated as of June 3,
2003 (as amended by a First Amendment, dated as of August 10, 2005,
the “ Agreement
”), between SIRIUS SATELLITE RADIO INC., a
Delaware corporation (the “ Company ”), and DAVID
J. FREAR (the “ Executive ”).
WITNESSETH
:
WHEREAS, the Company and the Executive jointly desire to
amend certain provisions of the Agreement in the manner provided
for in this Second Amendment;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration
of the premises contained herein, the Company and the Executive
hereby agree as follows:
1. Amendment of Section 3
(Term) of the Agreement . Section 3
of the Agreement is hereby amended by deleting “July 31,
2008” and substituting in lieu thereof “July 31,
2011.”
2. Amendments of Section 4
(Compensation) of the Agreement . (a)
Section 4(a) of the Agreement is hereby amended by deleting the
figure “$450,000” and substituting in lieu thereof
“$550,000.”
(b) Section 4(a) of the Agreement is hereby amended by
adding the following sentence at the end thereof “Effective
as of August 1, 2008, the Executive’s base salary shall be
increased to $750,000 per year.”
3. Amendment of Section 6
(Termination) of the Agreement . A
new Section 6(g) is hereby added to the Agreement to read as
follows: “Notwithstanding anything herein to the contrary, if
at the time of the Executive’s termination of
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