Common use of Duties and Reporting Relationship Clause in Contracts

Duties and Reporting Relationship. (a) Upon the Effective Date, the Executive shall be employed as the Chief Executive Officer of both the Company and Holdings, and shall have the rights, powers, authorities and duties commensurate with the position of the Chief Executive Officer. The Executive shall also be appointed to the Board of Directors of Holdings (the “Board”) at the next regularly scheduled meeting of the Board after the Effective Date. During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings to achieve the goals of the Company and Holdings, use her skills and render services to the best of her ability, and devote all of her working time and efforts, in supervising the business affairs of the Company and Holdings. In addition, the Executive shall perform such other activities and duties consistent with her position as the Board 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 written consent of the Board, other than (i) passive investments, (ii) service as a director on the board of directors of LendingTree, Inc., or (iii) service on other boards of directors with the express written consent of the Board.

Duties and Reporting Relationship. (a) Upon the Effective Date, the The Executive shall be employed continue his employment as the Chief Executive Officer of both the Company and Sirius XM Holdings Inc. (“Holdings”), and shall have the rights, powers, authorities and duties commensurate with the position of the Chief Executive Officer. The Executive shall also be appointed to continue as a member of the Board of Directors of Holdings (the “Board”) at the next regularly scheduled meeting of the Board after the Effective Date). During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings to achieve the goals of the Company and Holdings, use her his skills and render services to the best of her his ability, and devote all of her his working time and efforts, in supervising the business and affairs of the Company and Holdings. In addition, the Executive shall perform such other activities and duties consistent with her his position as the Board 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 written consent of the Board, other than (i) passive investments, (ii) service as a director on and chairman of the board of directors of LendingTreeTivo Corporation, (iii) service as a director of Pandora Media, Inc. (“Pandora”), (iv) service as a director of Charter Communications Inc., or (iiiv) service on other boards of directors with the express written consent of the Board.

Duties and Reporting Relationship. (a) Upon The Executive shall be employed in the Effective Datecapacity of President, Operations and Sales, of the Company. In such capacity, the Executive shall be employed as the Chief Executive Officer responsible for management of both the Company and Holdings, and shall have the rights, powers, authorities and duties commensurate with the position all aspects of the Chief Executive Officer. The Executive 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 also be appointed report to the Board of Directors of Holdings (the “Board”) at the next regularly scheduled meeting of the Board after the Effective DateExecutive. During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings to achieve the goals of the Company and HoldingsCompany, use her his skills and render services to the best of her ability, and devote all of her working time and efforts, his ability in supervising the business and affairs of the Company and HoldingsCompany. In addition, the Executive shall perform such other activities and duties consistent with her his position as the Board 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 written consent of the BoardChief 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 on the board of directors of LendingTree, Inc., Rovi Corporation or (iii) service on other boards of directors with the express written consent of the BoardChief Executive Officer of the Company.

Duties and Reporting Relationship. (a) Upon the Effective Date, the The Executive shall be employed continue his employment as the Chief Executive Officer of both the Company and Sirius XM Holdings Inc. (“Holdings”), and shall have the rights, powers, authorities and duties commensurate with the position of the Chief Executive Officer. The Executive shall also be appointed to continue as a member of the Board of Directors of Holdings (the “Board”) at the next regularly scheduled meeting of the Board after the Effective Date). During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings to achieve the goals of the Company and Holdings, use her his skills and render services to the best of her his ability, and devote all of her his working time and efforts, in supervising the business and affairs of the Company and Holdings. In addition, the Executive shall perform such other activities and duties consistent with her his position as the Board 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 written consent of the Board, other than (i) passive investments, (ii) service as a director on and chairman of the board of directors of LendingTreeTivo Corporation, (iii) service as a director of Charter Communications Inc., or (iiiiv) service on other boards of directors with the express written consent of the Board.

Duties and Reporting Relationship. (a) Upon the Effective Date, the The Executive shall be employed as the Chief Executive Officer of both the Company and Sirius XM Holdings Inc. (“Holdings”), and shall have the rights, powers, authorities and duties commensurate with the position of the Chief Executive Officer. The Executive shall also be appointed to continue as a member of the Board of Directors of Holdings (the “Board”) at the next regularly scheduled meeting of the Board after the Effective Date). During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings to achieve the goals of the Company and Holdings, use her his skills and render services to the best of her his ability, and devote all of her his working time and efforts, in supervising the business and affairs of the Company and Holdings. In addition, the Executive shall perform such other activities and duties consistent with her his position as the Board 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 written consent of the Board, other than (i) passive investments, (ii) service as a director on and chairman of the board of directors of LendingTree, Inc.Rovi Corporation, or (iii) service on other boards of directors with the express written consent of the Board, which consent, with respect to one additional directorship, will not be unreasonably withheld.

Duties and Reporting Relationship. (a) Upon the Effective Date, the The Executive shall be employed continue his employment as the Chief Executive Officer of both the Company and Sirius XM Holdings Inc. (“Holdings”), and shall have the rights, powers, authorities and duties commensurate with the position of the Chief Executive Officer. The Executive shall also be appointed to continue as a member of the Board of Directors of Holdings (the “Board”) at the next regularly scheduled meeting of the Board after the Effective Date). During the Term (as defined below), the Executive shall, on a full-time basis and consistent with the needs of the Company and Holdings to achieve the goals of the Company and Holdings, use her his skills and render services to the best of her his ability, and devote all of her his working time and efforts, in supervising the business and affairs of the Company and Holdings. In addition, the Executive shall perform such other activities and duties consistent with her his position as the Board 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 written consent of the Board, other than (i) passive investments, (ii) service as a director on and chairman of the board of directors of LendingTreeTivo Corporation, Inc.(iii) service as a director of Pandora Media, Inc. (“Pandora”), or (iiiiv) service on other boards of directors with the express written consent of the Board, which consent, with respect to one additional directorship, will not be unreasonably withheld.