Exhibit 10.1
AGREEMENT TO
FORFEIT
NON-QUALIFIED STOCK OPTIONS
THIS AGREEMENT, dated as of May
13, 2009 (this “Agreement”), between Mel Karmazin (the
“Executive”) and Sirius XM Radio Inc. (the
“Company”).
WHEREAS, the Company has adopted
and sponsors the Sirius Satellite Radio 2003 Long-Term Stock
Incentive Plan (the “Plan”), under which the Company is
permitted to grant equity based incentive compensation to its
employees;
WHEREAS, pursuant to the Option
Agreement entered into by and between the Company and the Executive
under the Plan on the following award dates, the Company granted
the Executive the stated number of non-qualified stock options, of
which the stated number of options were unexercised as of the date
hereof:
|
Award Date
|
|
Number of Stock
Options
|
|
Unexcercised
Options
|
|
November 18, 2004
|
|
30,000,000
|
|
30,000,000
|
WHEREAS, the non-qualified stock
options that are unexercised as of the date hereof (the
“Unexercised Options”) have little or no value based on
the exercise price for such Unexercised Options and the current
market conditions;
WHEREAS, the Executive wishes to
forfeit the Executive’s Unexercised Options, and make them
available for further awards under the Plan, and the Company wishes
to agree to such forfeiture.
NOW, TH
