Exhibit 10.3
AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT (this “Amendment”) by and among XM Satellite
Radio Holdings Inc., XM Satellite Radio Inc. (collectively with XM
Satellite Radio Holdings Inc., “XM”), and Nathaniel
Davis (the “Employee”), is made as of April 4,
2007.
WHEREAS, XM and the Employee are
parties to that certain Employment Agreement dated as of
July 20, 2006 (the “Agreement”);
WHEREAS, XM and the Employee wish to
amend and clarify the Agreement as set forth below;
NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
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1.
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The final
sentence of Article 3.7(f) of the Agreement is hereby deleted and
replaced with the following:
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The foregoing restrictions shall
lapse upon the EMPLOYEE’S termination of employment as a
result of death or Disability, or as a result of an involuntary
termination, or termination without Cause or for Good Reason within
one year following a Change of Control.
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2.
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Article 4.5(d)
of the Agreement is hereby deleted and replaced in its entirety to
read as follows:
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(d) In the event EMPLOYEE’S
employment is terminated by XM without Cause or by EMPLOYEE by
resignation for Good Reason:
(i) XM shall pay to
EMPLOYEE
