On May 13, 2009, Mel Karmazin, our Chief Executive Officer, voluntarily forfeited an aggregate of 30,000,000 non-qualified options to purchase our common stock. These options had an exercise price of $4.72 per share. Of these options, 24,000,000 were vested, and 6,000,000 were unvested. Upon forfeiture of these stock options, the shares underlying this award became available for grants under the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan (the "Plan").

Mr. Karmazin's choice to forfeit these options will allow us to more efficiently use the shares authorized under the Plan to meet the Plan's purpose to attract, motivate and retain key employees.

Mr. Karmazin did not receive any consideration in exchange for the forfeiture of these stock options.

A copy of the Agreement to Forfeit Non-Qualified Stock Options, dated as of May 13, 2009, between Mr. Karmazin and us is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

   (a)                  Not Applicable.

   (b)                  Not Applicable.

   (c)                  Not Applicable.

   (d)                  Exhibits.

The Exhibit Index attached hereto is incorporated herein.