EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

                    EMPLOYMENT AGREEMENT, dated as of October 14, 2009 (this “ Agreement ”), between SIRIUS XM RADIO INC., a Delaware corporation (the “ Company ”), and JAMES E. MEYER (the “ Executive ”).

                    WHEREAS, the Company and the Executive previously entered into an amended and restated employment agreement dated as of June 6, 2007 (the “ Prior Agreement ”); and

                    WHEREAS, the Company and the Executive jointly desire to enter into this Agreement, which is intended to replace and supersede the Prior Agreement in its entirety, to reflect the terms and conditions of the Executive’s continued 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 continue his employment with the Company.

                    2.        Duties and Reporting Relationship . (a) The Executive shall be employed in the capacity of President, Operations and Sales, of the Company. In such capacity, the Executive shall be responsible for management of all aspects of the Company’s retail and automaker operations (including retail sales and OEM sales and marketing operations), customer care and retention, product management and engineering and all personnel primarily working in such areas shall report to the Executive. During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company to achieve the goals of the Company, use his skills and render services to the best of his ability in supervising the business and affairs of the Company. In addition, the Executive shall perform such other activities and duties consistent with his position as the Chief Executive Officer of the Company 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 consent of the Chief Executive Officer, other than (i) passive investments, (ii) subject to Section 8, consulting services and business enterprises for which the Executive receives no remuneration, and (iii) service as a director of Rovi Corporation or service on other boards of directors with the express consent of the Chief Executive Officer of the Company.

                     (b)     The Executive shall generally perform his duties and conduct his business at the principal offices of the Company in New York, New York.

                     (c)     The Executive shall report solely to the Chief Executive Officer of the Company.

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                    3.       Term . The term of this Agreement shall commence on October 14, 2009 (the “ Effective Date ”) and end on May 1, 2013, unless terminated earlier pursuant to the provisions of Section 6 (the “ Term ”).

                    4.       Compensation . (a) During the Term, the Executive shall be paid an annual base salary of $950,000; provided that on (i) January 1, 2010 such annual base salary shall be increased to $1,100,000, (ii) May 1, 2011 such annual base salary shall be increased to $1,200,000, (iii) May 1, 2012 such annual base salary shall be increased to $1,300,000, and (iv) thereafter may be subject to increase from time to time by recommendation of the Chief Executive Officer of the Company to, and approval by, the Board of Directors of the Company or any committee thereof (the “ Board ”) (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 date hereof, the Company shall grant to the Executive an option to purchase 25,184,984 shares of the Company’s common stock, par value $.001 per share (the “ Common Stock ”), at an exercise price of $0.5752 per share, the last price of the Common Stock on the Nasdaq Global Select Market. Such options shall be subject to the terms and conditions set forth in the Option Agreement attached to this Agreement as Exhibit A.

                    (c)     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, New York state and New York 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 him in carrying out his duties under this Agreement. In addition, the Company shall reimburse the Executive for the reasonable costs of an apartment in the New York metropolitan area and other incidental living expenses (e.g., phone, cable, electric, gas, and one month’s security deposit (which shall be returned to the Company at the end of the Term)), up to a maximum of $5,000 per month for rent (the “ Housing Allowance ”). The Company shall also reimburse the Executive for the reasonable costs of coach class air-fare from the Executive’s home in Indianapolis, Indiana, to the Company’s executive offices in New York City (the “ Travel Allowance ”). The Executive shall also be paid such additional amount as may be necessary to hold the Executive harmless as a result of any federal, state or New York City income taxes imputed to the Executive in respect of the Housing Allowance or the Travel Allowance. 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. The foregoing reimbursement shall be subject to the Reimbursement Rules.

                    (b)     During the Term, the Executive shall be entitled to participate in any other benefit plans, programs, policies and fringe benefits which may be made available to the executive officers of the Company generally, including, without limitation, disability, medical, dental and life insurance and benefits under the Company’s 401(k) savings plan.

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                    (c)     During the Term, the Executive shall be entitled to participate in any bonus plans generally offered to executive officers of the Company. Bonuses may be subject to the Executive’s individual performance and satisfaction of objectives established by the Board or the compensation committee thereof (the “ Compensation Committee ”). Bonuses may be paid in the form of cash, stock options, restricted stock, restricted stock units or other securities of the Company.

                    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 .” A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “separation from service” within the meaning of Section 409A (“ Section 409A ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”), 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.

                    (a)     The Company has the right and may elect to terminate this Agreement with or without Cause at any time. For purposes of this Agreement, “ Cause ” means the occurrence or existence of any of the following:

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                    (b)     Termination of the Executive for Cause pursuant to this Section 6(a) 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 (other than the Executive, if the Executive is then serving on the Board) present (in person or by teleconference) and voting at a meeting of the Board called and held for that purpose after 15 days’ notice to the Executive (which notice the Company shall use reasonable efforts to confirm that Executive has actually received and which notice for purposes of this Section 6(a) may be delivered, in addition to the requirements set forth in Section 18, 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 was guilty of conduct set forth in any of clauses (i) through (vii) of this Section 6(a) and specifying the particulars thereof in reasonable detail. For purposes of Section 6(a), this Agreement shall terminate on the date specified by the Board in the Notice of Termination for Cause and one day following the receipt by the Executive of a notice of a termination without Cause.

                    (c)     (i) 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 his position because of a disability, even with a reasonable accommodation, for one hundred eighty days within any three hundred sixty-five 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. 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(c)(ii). For purposes of this Agreement, no such purported termination shall be effective without such Notice of Disability Termination. This Agreement shall terminate on the day such Notice of Disability Termination is received by the Executive.

                    (d)     (i) The Executive may elect to resign from his employment with the Company at any time during the Term with or without Good Reason. Should the Executive wish to resign from his employment with the Company during the Term for other than Good Reason, and not due to Scheduled Retirement pursuant to Section 6(d)(ii), the Executive shall give

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fourteen days prior written notice to the Company of such a resignation for other than Good Reason pursuant to this Section 6(d)(i). The Executive’s employment and the Term shall terminate on the effective date of such resignation; provided that the Company may, at its sole discretion, instruct the Executive to perform no job responsibilities and cease his active employment immediately upon receipt of the notice from the Executive.

                    (ii)     The Executive may elect to resign from his employment with the Company during the Term for other than Good Reason, due to Scheduled Retirement. For purposes hereof, “ Scheduled Retirement ” means the voluntary retirement from employment hereunder of the Executive during the period from April 1, 2011 through April 30, 2011; provided that the Executive provides the Company with a prior written notice of his resignation on February 1, 2011 under this Section 6(d)(ii); and provided , further , that the Executive’s employment is not terminated for Cause prior to the April 30, 2011 (such notice by the Executive, a “ Retirement Notice ”). In the event of such Scheduled Retirement, the Executive shall be entitled to the severance payments and benefits set forth in Section 6(g) (subject to his execution and non-revocation of the release described in Section 6(g)), but such Scheduled Retirement shall be treated as a voluntary resignation for all other purposes hereunder. The Executive’s employment and the Term shall terminate on the effective date of such Scheduled Retirement set forth in the Retirement Notice; provided that the Company may, at its sole discretion, instruct the Executive to perform no job responsibilities and cease his active employment immediately upon receipt of the notice from the Executive.

                    (e)     Should the Executive wish to resign from his employment with the Company during the Term for Good Reason (other than following delivery of a Retirement Notice by the Executive), the Executive shall give seven days prior written notice to the Company. The Executive’s employment and the Term 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 receipt of such notice from the Executive.

                    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 days after delivery to the Company by the Executive of a notice of the occurrence of such event:

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                    (f)      If the employment of the Executive is terminated by the Company for Cause, by the Executive other than for Good Reason or due to death or Disability, the Executive shall, 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 plans or programs in accordance with the terms of such plans and programs (collectively, the “ Accrued Payments and Benefits ”). If the employment of the Executive is terminated without Cause, or if the Executive terminates his employment for Good Reason, then the Executive shall be entitled to receive, in addition to the Accrued Payments and Benefits, and the Company shall pay to the Executive:

The Company’s obligations under Section 6(f) shall be conditioned upon the Executive executing, delivering, and not revoking during the seven day revocation period a waiver and release of claims against the Company, substantially in the form attached as Exhibit A (the “ Release ”) within 60 days following the Termination Date. The lump sum amount contemplated under this Section 6(f) shall be paid on the 60 ^th day following the Termination Date.

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                    (g)     If the employment of the Executive is terminated as a result of a Scheduled Retirement, then in lieu of (and not in addition to) the amounts set forth in Section 6(f), the Executive shall be entitled to receive, in addition to the Accrued Payments and Benefits, and the Company shall pay to the Executive:

The Company’s obligations under this Section 6(g) shall be conditioned upon the Executive executing, delivering, and not revoking during the seven day revocation period a waiver and release of claims against the Company, substantially in the form attached as Exhibit A (the “ Release ”) within 60 days following the Termination Date. The lump sum amount contemplated under this Section 6(g) shall be paid on the 60 ^th day following the Termination Date.

                    (h)     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) at the time of his 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-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-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 business day of the seventh month following the date of the Executive’s Separation from Service and (y) the Executive’s death.

                    7.        Nondisclosure of Confidential Information . (a) The Executive acknowledges that in the course of his employment he will occupy a position of trust and confidence. The Executive shall not, except in connection with the performance of his functions or as required by applicable law, disclose to others or use, directly or indirectly, any Confidential Information.

                    (b)     “ Confidential Information ” shall mean information about the Company’s business and operations that is not disclosed by the Company for financial reporting purposes

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and that was learned by the Executive in the course of his employment by the Company, including, without limitation, any business plans, 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 computer records) of the documents containing such Confidential Information, other than information that is publicly disclosed by the Company in writing. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, and that such information gives the Company 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 his 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 or prepared by the Executive in the course of his employment by the Company, provided that the Executive will be able to keep his cell phones, blackberries, personal computers, personal rolodex and the like so long as any Confidential Information is removed from such items.

                    (c)     The provisions of this Section 7 shall survive indefinitely.

                    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 his 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 (a) in any operations involving the transmission of radio entertainment programming in competition with the Company, (b) in the business of manufacturing, marketing or distributing radios, antennas or other parts for use in devices which receive radio broadcasts, (c) in the business of manufacturing, marketing, selling or distributing vehicles, and (d) in the business of manufacturing, marketing or distributing consumer electronics devices; provided that nothing in this Agreement shall prevent (i) the Executiv