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Exhibit
10.2
Option No.:
XM SATELLITE RADIO
HOLDINGS INC.
2007 STOCK INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
XM Satellite Radio Holdings Inc., a
Delaware corporation (the “Company”), hereby grants an
option to purchase shares of its common stock, $.01 par value, (the
“Stock”) to the optionee named below. Additional terms
and conditions of the grant are set forth in this cover sheet and
in the attachment (collectively, the “Agreement”) and
in the Company’s 2007 Stock Incentive Plan (the
“Plan”).
Grant Date:
, 200
Name of Optionee:
Optionee’s Employee Identification
Number:
-
-
Number of Shares Covered by Option:
Option Price per Share: $
. (At
least 100% of Fair Market Value)
Vesting Start Date:
,
By signing this cover
sheet, you agree to all of the terms and conditions described in
this Agreement and in the Plan, a copy of which is also attached.
You acknowledge that you have carefully reviewed the Plan, and
agree that the Plan will control in the event any provision of this
Agreement should appear to be inconsistent with the Plan. Certain
capitalized terms used in this Agreement are defined in the Plan,
and have the meaning set forth in the Plan.
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Optionee:
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(Signature) |
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Company:
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(Signature) |
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Title:
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This is not a stock
certificate or a negotiable instrument.
XM SATELLITE RADIO
HOLDINGS INC.
2007 STOCK INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
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| Non-Qualified Stock Option |
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This option
is not intended to be an incentive stock option under Section 422
of the Internal Revenue Code and will be interpreted
accordingly. |
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| Vesting |
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This option is only exercisable before
it expires and then only with respect to the vested portion of the
option. Subject to the preceding sentence, you may exercise this
option, in whole or in part, to purchase a whole number of vested
shares not less than 100 shares, unless the number of shares
purchased is the total number available for purchase under the
option, by following the procedures set forth in the Plan and below
in this Agreement.
Your right to purchase shares of Stock
under this option vests as to one-third (1/3rd) of the total number
of shares covered by this option, as shown on the cover sheet, on
each of the first three one-year anniversaries of the Vesting Start
Date, provided you then continue in Service. The resulting
aggregate number of vested shares will be rounded down to the
nearest whole number, and you cannot vest in more than the number
of shares covered by this option.
No additional shares of Stock will vest
after your Service has terminated for any reason; notwithstanding
the foregoing, your option shall become 100% vested upon your
termination of Service if your Service terminates as a result of
your death or Disability.
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| Term |
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Your option
will expire in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant
Date, as shown on the cover sheet. Your option will expire earlier
if your Service terminates, as described below. |
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| Terminations |
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If your
Service terminates, your option will be exercisable for the
following periods after such termination: three (3) months in the
case of voluntary termination, six (6) months following an
involuntary termination, or twelve (12) months in the case of
death, Disability, retirement or voluntary or involuntary
termination after a Corporate Transaction . |
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| Leaves of
Absence |
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For purposes
of this option, your Service does not terminate when you go on a
bona fide employee leave of absence that was approved by the
Company in writing, if the terms of the leave provide for continued
Service crediting, or when continued Service crediting
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required by applicable law. However,
your Service will be treated as terminating 90 days after you went
on employee leave, unless your right to return to active work is
guaranteed by law or by a contract. Your Service terminates in any
event when the approved leave ends unless you immediately return to
active employee work.
The Company determines, in its sole
discretion, which leaves count for this purpose, and when your
Service terminates for all purposes under the Plan.
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| Notice of
Exercise |
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When you wish to exercise this option,
you must notify the Company by filing the proper “Notice of
Exercise” form at the address given on the form. Your notice
must specify how many shares you wish to purchase (in a parcel of
at least 100 shares generally). Your notice must also specify how
your shares of Stock should be registered (e.g. in your name only
or in your and your spouse’s names as joint tenants with
right of survivorship). The notice will be effective when it is
received by the Company.
If someone else wants to exercise this
option after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do
so.
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| Form of
Payment |
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When you submit your notice of exercise,
you must include payment of the option price for the shares you are
purchasing. Payment may be made in one (or a combination) of the
following forms:
• Cash, your personal check, a
cashier’s check, a money order or another cash equivalent
acceptable to the Company.
• Shares of Stock which have
already been owned by you and which are surrendered to the Company.
The value of the shares, determined as of the effective date of the
option exercise, will be applied to the option price.
• By delivery (on a form
prescribed by the Company) of an irrevocable direction to a
licensed securities broker acceptable to the Company to sell Stock
and to deliver all or
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