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Appendix A
SIRIUS XM HOLDINGS INC.
2015 LONG-TERM STOCK INCENTIVE PLAN
SECTION 1. Purpose. The purposes of this Sirius XM Holdings Inc. 2015 Long-Term Stock
Incentive Plan are to promote the interests of Sirius XM Holdings Inc. and its stockholders by:
(a) attracting and retaining employees and directors of, and certain consultants to, the Company
and its Affiliates, as defined below; (b) motivating such individuals by means of performance-related
incentives to achieve longer-range performance goals; and/or (c) enabling such individuals to
participate in the long-term growth and financial success of the Company.
SECTION 2. Definitions. As used in the Plan, the following terms shall have the meanings set
forth below:
“Affiliate” shall mean any entity: (i) that, directly or indirectly, is controlled by, controls or is
under common control with, the Company; or (ii) in which the Company has a significant equity
interest, in either case as determined by the Committee.
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted
Stock Unit Award, Performance Award, Other Stock-Based Award or Performance Compensation
Award made or granted from time to time hereunder.
“Award Agreement” shall mean any written agreement, contract, or other instrument or
document evidencing any Award, which may, but need not, be executed or acknowledged by a
Participant. An Award Agreement may be in an electronic medium, may be limited to notation on
the books and records of the Company and, unless otherwise determined by the Committee, need
not be signed by a representative of the Company.
“Board” shall mean the Board of Directors of the Company.
“Cause” as a reason for a Participant’s termination of employment or service shall have the
meaning assigned such term in the employment, severance or similar agreement, if any, between
the Participant and the Company or an Affiliate. If the Participant is not a party to an employment,
severance or similar agreement with the Company or an Affiliate in which such term is defined,
then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean: (i) the
intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary
obligation, wrongdoing or misfeasance, in each case, in connection with a Participant’s duties or
otherwise during the course of a Participant’s employment or service with the Company or an
Affiliate; (ii) the commission of a felony or the indictment for any felony, including, but not limited to,
any felony involving fraud, embezzlement, moral turpitude or theft; (iii) the intentional and wrongful
damaging of property, contractual interests or business relationships of the Company or an Affiliate;
(iv) the intentional and wrongful disclosure of secret processes or confidential information of the
Company or an Affiliate in violation of an agreement with or a policy of the Company or an Affiliate;
(v) the continued failure to substantially perform the Participant’s duties for the Company or an
Affiliate; (vi) current alcohol or prescription drug abuse affecting work performance; (vii) current
illegal use of drugs; or (viii) any intentional conduct contrary to the Company’s or an subsidiaries’
written policies or practices.
“Change of Control” shall mean, unless otherwise defined in the applicable Award Agreement,
the occurrence of any of the following events:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of more than 50% of the then Voting Power; provided that
the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly
from the Company; (ii) any such acquisition by the Company; (iii) any such acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary;
or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of
paragraph (c) below; (v) any acquisition by Liberty (as defined in the Investment Agreement, dated
A-1