Siri Stock Option and Issuance Plan – Apple Inc.

SIRI, INC.

2008 STOCK OPTION/STOCK ISSUANCE PLAN

ARTICLE ONE

GENERAL PROVISIONS

PURPOSE OF THE PLAN

This 2008 Stock Option/Stock Issuance Plan is intended to
promote the interests of Siri, Inc., a Delaware corporation, by providing
eligible persons in the Corporation’s employ or service with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ
or service.

Capitalized terms herein shall have the meanings assigned to
such terms in the attached Appendix.

II.

STRUCTURE OF THE PLAN

A. The Plan shall be divided into two (2) separate equity
programs:

(i) the Option Grant Program under which eligible persons
may, at the discretion of the Plan Administrator, be granted options to purchase
shares of Common Stock, and

(ii) the Stock Issuance Program under which eligible persons
may, at the discretion of the Plan Administrator, be issued shares of Common
Stock directly, either through the immediate purchase of such shares or as a
bonus for services rendered the Corporation (or any Parent or Subsidiary) or
pursuant to restricted stock units or other share right awards which vest upon
the completion of designated service periods or the attainment of
pre-established performance milestones.

B. The provisions of Articles One and Four shall apply to
both equity programs under the Plan and shall accordingly govern the interests
of all persons under the Plan.

III.

ADMINISTRATION OF THE PLAN

A. The Plan shall be administered by the Board. However, any
or all administrative functions otherwise exercisable by the Board may be
delegated to the Committee. Members of the Committee shall serve for such period
of time as the Board may determine and shall be subject to removal by the Board
at any time. The Board may also at any time terminate the functions of the
Committee and reassume all powers and authority previously delegated to the
Committee.

B. The Plan Administrator shall have full power and authority
(subject to the provisions of the Plan) to establish such rules and regulations
as it may deem appropriate for proper administration of the Plan and to make
such determinations under, and issue such interpretations of, the Plan and any
outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Plan or any option grant or stock issuance
thereunder.

IV.

ELIGIBILITY

A. The persons eligible to participate in the Plan are as
follows:

(i) Employees,

(ii) non-employee members of the Board or the non-employee
members of the board of directors of any Parent or Subsidiary, and

(iii) consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).

B. The Plan Administrator shall have full authority to
determine, (i) with respect to the grants made under the Option Grant Program,
which eligible persons are to receive such grants, the time or times when those
grants are to be made, the number of shares to be covered by each such grant,
the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding, and (ii) with
respect to stock issuances or other stock-based awards under the Stock Issuance
Program, which eligible persons are to receive such issuances or awards, the
time or times when those issuances or awards are to be made, the number of
shares subject to each such issuance or award, the applicable vesting schedule
and the cash consideration (if any) to be paid by the Participant for such
shares.

C. The Plan Administrator shall have the absolute discretion
either to grant options in accordance with the Option Grant Program or to effect
stock issuances in accordance with the Stock Issuance Program.

STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. The maximum number of shares
of Common Stock which may be issued over the term of the Plan shall not exceed
Seven million (7,000,000) shares.

B. Shares of Common Stock subject to outstanding options,
restricted stock units or share right awards shall be available for subsequent
issuance under the Plan to the extent (i) those options, units or awards expire,
terminate or are cancelled for any reason prior to the issuance of the
underlying shares of Common Stock or (ii) such options are cancelled in
accordance with the cancellation-regrant provisions of Article Two. Unvested
shares issued

under the Plan and subsequently repurchased by the
Corporation, at a price per share not greater than the option exercise or direct
issue price paid per share, pursuant to the Corporation’s repurchase rights
under the Plan shall be added back to the number of shares of Common Stock
reserved for issuance under the Plan and shall accordingly be available for
reissuance through one or more subsequent option grants or direct stock
issuances under the Plan.

C. In the event of any of the following transactions
affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration: any stock split, stock dividend, spin-off transaction,
extraordinary distribution (whether in cash, securities or other property),
recapitalization, combination of shares, exchange of shares or other similar
transaction affecting the outstanding Common Stock without the Corporation’s
receipt of consideration or in the event of a substantial reduction to the value
of the outstanding shares of Common Stock by reason of a spin-off transaction or
extraordinary distribution, then equitable adjustments shall be made to (i) the
maximum number and/or class of securities issuable under the Plan, (ii) the
number and/or class of securities and the exercise price per share in effect
under each outstanding option and (iii) the number and/or class of securities
subject to each outstanding restricted stock unit or other share right award and
the cash consideration (if any) payable per share. The adjustments shall be made
by the Plan Administrator in such manner as the Plan Administrator deems
appropriate in order to prevent the dilution or enlargement of benefits
thereunder, and those adjustments shall be final, binding and conclusive. In no
event shall any such adjustments be made in connection with the conversion of
one or more outstanding shares of the Corporation’s preferred stock into shares
of Common Stock.

ARTICLE TWO

OPTION GRANT PROGRAM

OPTION TERMS

Each option shall be evidenced by one or more documents in
the form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A. Exercise Price.

1. The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the option grant date.

2. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in cash or
check made payable to the Corporation. Should the Common Stock be registered
under Section 12 of the 1934 Act at the time the option is exercised, then the
exercise price may also be paid as follows:

(i) in shares of Common Stock valued at Fair Market Value on
the Exercise Date and held for the period (if any) necessary to avoid a charge
to the Corporation’s earnings for financial reporting purposes, or

(ii) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable instructions (A) to a brokerage firm
(reasonably satisfactory to the Corporation for purposes of administering such
procedure in compliance with any applicable pre-clearance or pre-notification
requirements) to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable income and employment taxes required to be withheld
by the Corporation by reason of such exercise and (B) to the Corporation to
deliver the certificates for the purchased shares directly to such brokerage
firm on the settlement date in order to complete the sale.

Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

B. Exercise and Term of Options. Each
option shall be exercisable at such time or times, during such period and for
such number of shares as shall be determined by the Plan Administrator and set
forth in the documents evidencing the option grant. However, no option shall
have a term in excess of ten (10) years measured from the option grant date.

C. Effect of Termination of Service.

1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

(i) Should the Optionee cease to remain in Service for any
reason other than death, Disability or Misconduct, then the Optionee shall have
a period of three (3) months from the date of such cessation of Service during
which to exercise each outstanding option held by such Optionee.

(ii) Should Optionee’s Service terminate by reason of
Disability, then the Optionee shall have a period of twelve (12) months from the
date of such cessation of Service during which to exercise each outstanding
option held by such Optionee.

(iii) If the Optionee dies while holding an outstanding
option, then the personal representative of his or her estate or the person or
persons to whom the option is transferred pursuant to the Optionee’s will or the
laws of inheritance or the Optionee’s designated beneficiary or beneficiaries of
that option shall have a twelve (12)-month period from the date of the
Optionee’s death to exercise such option.

(iv) Under no circumstances, however, shall any such option
be exercisable after the specified expiration of the option term.

(v) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of Vested
Shares for which the option is exercisable on the date of the Optionee’s
cessation of Service. No additional shares shall vest under the option following
the Optionee’s cessation of Service, except to the extent (if any) specifically
authorized by the Plan Administrator in its sole discretion pursuant to an
express written agreement with Optionee. Upon the expiration of the applicable
exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding.

(vi) Should Optionee’s Service be terminated for Misconduct
or should Optionee otherwise engage in Misconduct while holding one or more
outstanding options under the Plan, then all those options shall terminate
immediately and cease to remain outstanding.

2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

(i) extend the period of time for which the option is to
remain exercisable following Optionee’s cessation of Service or death from the
limited period otherwise in effect for that option to such greater period of
time as the Plan Administrator shall deem appropriate, but in no event beyond
the expiration of the option term, and/or

(ii) permit the option to be exercised, during the applicable
post-Service exercise period, not only with respect to the number of vested
shares of Common Stock for which such option is exercisable at the time of the
Optionee’s cessation of Service but also with respect to one or more additional
installments in which the Optionee would have vested under the option had the
Optionee continued in Service.

D. Stockholder Rights. The holder of
an option shall have no stockholder rights with respect to the shares subject to
the option until such person shall have exercised the option, paid the exercise
price and become the recordholder of the purchased shares.

E. Unvested Shares. The Plan
Administrator shall have the discretion to grant options which are exercisable
for unvested shares of Common Stock. Should the Optionee cease Service while
holding such unvested shares, the Corporation shall have the right to repurchase
any or all of those unvested shares at a price per share equal to the lower of
(i) the exercise price paid per share or (ii) the Fair Market Value per share of
Common Stock at the time of Optionee’s cessation of Service. The terms upon
which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set forth in the
document evidencing such repurchase right.

F. First Refusal Rights. Until such
time as the Common Stock is first registered under Section 12 of the 1934 Act,
the Corporation shall have the right of first refusal with respect to any
proposed disposition by the Optionee (or any successor in interest) of any
shares of Common Stock issued under the Plan. Such right of first refusal shall
be exercisable in accordance with the terms established by the Plan
Administrator and set forth in the document evidencing such right.

G. Limited Transferability of
Options. An Incentive Stock Option shall be exercisable only by the
Optionee during his or her lifetime and shall not be assignable or transferable
other than by will or by the laws of inheritance following the Optionee’s death.
A Non-Statutory Option may be assigned in whole or in part during the Optionee’s
lifetime to one or more of the Optionee’s Family Members or to a trust
established exclusively for the Optionee and/or one or more such Family Members,
to the extent such assignment is in connection with the Optionee’s estate plan
or pursuant to a domestic relations order. The assigned portion may only be
exercised by the person or persons who acquire a proprietary interest in the
Non-Statutory Option pursuant to the assignment. The terms applicable to the
assigned portion shall

be the same as those in effect for the option immediately
prior to such assignment and shall be set forth in such documents issued to the
assignee as the Plan Administrator may deem appropriate. Notwithstanding the
foregoing, the Optionee may also designate one or more persons as the
beneficiary or beneficiaries of his or her outstanding options under the Plan,
and those options shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon the Optionee’s death while
holding those options. Such beneficiary or beneficiaries shall take the
transferred options subject to all the terms and conditions of the applicable
agreement evidencing each such transferred option, including (without
limitation) the limited time period during which the option may be exercised
following the Optionee’s death.

II.

INCENTIVE OPTIONS

The terms specified below shall be applicable to all
Incentive Options. Except as modified by the provisions of this Section II, all
the provisions of Articles One, Two and Four shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options
shall not be subject to the terms of this Section II.

A. Eligibility. Incentive Options may
only be granted to Employees.

B. Dollar Limitation. The aggregate
Fair Market Value of the shares of Common Stock (determined as of the respective
date or dates of grant) for which one or more options granted to any Employee
under the Plan (or any other option plan of the Corporation or any Parent or
Subsidiary) may for the first time become exercisable as Incentive Options
during any one (1) calendar year shall not exceed the sum of One Hundred
Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more
such options which become exercisable for the first time in the same calendar
year, the foregoing limitation on the exercisability of such options as
Incentive Options shall be applied on the basis of the order in which such
options are granted, except to the extent otherwise provided under applicable
law or regulation.

C. 10% Stockholder. If any Employee
to whom an Incentive Option is granted is a 10% Stockholder, then the option
term shall not exceed five (5) years measured from the option grant date, and
the exercise price per share shall not be less than one hundred ten percent
(110%) of the Fair Market Value per share of Common Stock on the option grant
date.

III.

CHANGE IN CONTROL

A. The shares subject to each option outstanding under the
Plan at the time of a Change in Control shall automatically vest in full so that
each such option shall, immediately prior to the effective date of the Change in
Control, become exercisable for all of the shares of Common Stock at the time
subject to that option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock. However, the shares subject to an
outstanding option shall not vest on such an accelerated basis if and to the
extent: (i) such option is assumed by the successor corporation (or parent
thereof) or otherwise continued in full force and effect pursuant to the terms
of the Change in Control transaction and any repurchase rights of the

Corporation with respect to the unvested option shares are
concurrently assigned to such successor corporation (or parent thereof) or
otherwise continued in effect or (ii) such option is to be replaced with a cash
retention program of the Corporation or any successor corporation which
preserves the spread existing on the unvested option shares at the time of the
Change in Control (the excess of the Fair Market Value of those shares over the
aggregate exercise price payable for such shares) and provides for subsequent
payout of that spread in accordance with the same vesting schedule applicable to
those unvested option shares or (iii) the acceleration of such option is subject
to other limitations imposed by the Plan Administrator at the time of the option
grant.

B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continued in full force and effect
pursuant to the terms of the Change in Control transaction or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.

C. Immediately following the consummation of the Change in
Control, all outstanding options shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent thereof) or
otherwise continued in effect pursuant to the terms of the Change in Control
transaction.

D. Each option which is assumed in connection with a Change
in Control or otherwise continued in effect shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control, had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments shall also be made to (i) the number
and class of securities available for issuance under the Plan following the
consummation of such Change in Control and (ii) the exercise price payable per
share under each outstanding option, provided the aggregate exercise price
payable for such securities shall remain the same. To the extent the actual
holders of the Corporation’s outstanding Common Stock receive cash consideration
for their Common Stock in consummation of the Change in Control, the successor
corporation may, in connection with the assumption or continuation of the
outstanding options under this Plan, substitute one or more shares of its own
common stock with a fair market value equivalent to the cash consideration paid
per share of Common Stock in such Change in Control.

E. The Plan Administrator shall have the discretion,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to structure one or more options so that those
options shall automatically accelerate and vest in full (and any repurchase
rights of the Corporation with respect to the unvested shares subject to those
options shall immediately terminate) upon the occurrence of a Change in Control,
whether or not those options are to be assumed in the Change in Control or
otherwise continued in effect.

F. The Plan Administrator shall also have full power and
authority, exercisable either at the time the option is granted or at any time
while the option remains outstanding, to structure such option so that the
shares subject to that option will automatically vest on an accelerated basis
should the Optionee’s Service terminate by reason of an Involuntary Termination
within a designated period (not to exceed eighteen (18) months) following the
effective date of any Change in Control in which the option is assumed or
otherwise continued in effect and the repurchase rights applicable to those
shares do not otherwise terminate. Any option so accelerated shall remain
exercisable for the fully-vested option shares until the expiration or sooner
termination of the option term. In addition, the Plan Administrator may provide
that one or more of the Corporation’s outstanding repurchase rights with respect
to shares held by the Optionee at the time of such Involuntary Termination shall
immediately terminate on an accelerated basis, and the shares subject to those
terminated rights shall accordingly vest at that time.

G. The portion of any Incentive Option accelerated in
connection with a Change in Control shall remain exercisable as an Incentive
Option only to the extent the applicable One Hundred Thousand Dollar ($100,000)
limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory
Option under the Federal tax laws.

H. The grant of options under the Plan shall in no way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

IV.

CANCELLATION AND REGRANT OF OPTIONS

The Plan Administrator shall have the authority to effect, at
any time and from time to time, with the consent of the affected option holders,
the cancellation of any or all outstanding options under the Plan and to grant
in substitution therefor new options covering the same or different number of
shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new option grant date.

ARTICLE THREE

STOCK ISSUANCE PROGRAM

STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below. Shares of Common Stock
may also be issued under the Stock Issuance Program pursuant to share right
awards or restricted stock units which entitle the recipients to receive the
shares underlying those awards or units upon the attainment of designated
performance goals or the satisfaction of specified Service requirements or upon
the expiration of a designated time period following the vesting of those awards
or units.

A. Issue Price.

1. The issue price per share shall be fixed by the Plan
Administrator but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the issue date.

2. Subject to the provisions of Section I of Article Four,
shares of Common Stock may be issued under the Stock Issuance Program for any of
the following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

(i) cash or check made payable to the Corporation,

(ii) past services rendered to the Corporation (or any Parent
or Subsidiary), or

(iii) any other valid consideration under the Delaware
General Corporation Law.

B. Vesting Provisions.

1. Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant’s period of Service or upon attainment of specified performance
objectives. Shares of Common Stock may also be issued under the Stock Issuance
Program pursuant to share right awards or restricted stock units which entitle
the recipients to receive the shares underlying those awards or units upon the
attainment of designated performance goals or the satisfaction of specified
Service requirements or upon the expiration of a designated time period
following the vesting of those awards or units, including (without limitation) a
deferred distribution date following the termination of the Participant’s
Service.

2. Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant’s
unvested shares of Common Stock by reason of any stock dividend, stock split,
spin-off transaction, extraordinary distribution (whether in cash, securities or
other property), recapitalization, combination of shares, exchange of shares or
other similar change affecting the outstanding Common Stock as a class without
the Corporation’s receipt of consideration shall be issued subject to (i) the
same vesting requirements applicable to the Participant’s unvested shares of
Common Stock and (ii) such escrow arrangements as the Plan Administrator shall
deem appropriate.

3. The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant’s interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares. The Participant
shall not have any stockholder rights with respect to the share of Common Stock
subject to a restricted stock unit or share right award until that award vests
and the shares of Common Stock are actually issued thereunder. However,
dividend-equivalent units may be paid or credited, either in cash or in actual
or phantom shares of Common Stock, on outstanding restricted stock unit or share
right awards, subject to such terms and conditions as the Plan Administrator may
deem appropriate.

4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent (including the
Participant’s purchase-money indebtedness), the Corporation shall repay to the
Participant the lower of (i) the cash consideration paid for the surrendered
shares or (ii) the Fair Market Value of those shares at the time of
Participant’s cessation of Service and shall cancel the unpaid principal balance
of any outstanding purchase-money note of the Participant attributable to such
surrendered shares by the applicable clause (i) or (ii) amount.

5. The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock (or
other assets attributable thereto) which would otherwise occur upon the
non-completion of the vesting schedule applicable to those shares. Such waiver
shall result in the immediate vesting of the Participant’s interest in the
shares of Common Stock as to which the waiver applies. Such waiver may be
effected at any time, whether before or after the Participant’s cessation of
Service or the attainment or non-attainment of the applicable performance
objectives.

6. Outstanding share right awards or restricted stock units
under the Stock Issuance Program shall automatically terminate, and no shares of
Common Stock shall actually be issued in satisfaction of those awards or units,
if the performance goals or Service requirements established for such awards or
units are not attained or satisfied. The Plan

Administrator, however, shall have the discretionary
authority to issue vested shares of Common Stock under one or more outstanding
share right awards or restricted stock units as to which the designated
performance goals or Service requirements have not been attained or satisfied.

C. First Refusal Rights. Until such
time as the Common Stock is first registered under Section 12 of the 1934 Act,
the Corporation shall have the right of first refusal with respect to any
proposed disposition by the Participant (or any successor in interest) of any
shares of Common Stock issued under the Stock Issuance Program. Such right of
first refusal shall be exercisable in accordance with the terms established by
the Plan Administrator and set forth in the document evidencing such right.

II.

CHANGE IN CONTROL

A. Upon the occurrence of a Change in Control, all
outstanding repurchase rights under the Stock Issuance Program shall terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, except to the extent: (i) those repurchase
rights are assigned to the successor corporation (or parent thereof) or
otherwise continued in full force and effect pursuant to the terms of the Change
in Control transaction or (ii) such accelerated vesting is precluded by other
limitations imposed by the Plan Administrator at the time the repurchase right
is issued.

B. Each restricted stock unit or share right award
outstanding at the time of a Change in Control shall be assumable by the
successor corporation (or parent thereof) or may otherwise be continued in
effect pursuant to the terms of such Change in Control Transaction. Each
restricted stock unit or share right award which is so assumed or otherwise
continued in effect shall be adjusted immediately after the consummation of that
Change in Control so as to apply to the number and class of securities into
which the shares of Common Stock subject to the award immediately prior to the
Change in Control would have been converted in consummation of such Change in
Control had those shares actually been outstanding at that time. Appropriate
adjustments shall also be made to the cash consideration (if any) price payable
per share under each outstanding restricted stock unit or share right award,
provided the aggregate cash consideration payable for such securities shall
remain the same. To the extent the actual holders of the Corporation’s
outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, the successor corporation may, in
connection with the assumption or continuation of the outstanding restricted
stock units or share right awards, substitute one or more shares of its own
common stock with a fair market value equivalent to the cash consideration paid
per share of Common Stock in such Change in Control transaction. If any such
restricted stock unit or share right award is not so assumed or otherwise
continued in effect, or if such unit or award is not replaced with a cash
retention award which preserves the Fair Market Value of the Common Stock
underlying that unit or award at the time of the Change in Control and provides
for subsequent payout of that dollar amount in accordance with the vesting
schedule in effect for such unit or award at the time of the Change in Control,
then such unit or award shall vest, and the shares of Common Stock subject to
such unit or award shall become issuable, immediately prior to the consummation
of the Change in Control.

C. The Plan Administrator shall have the discretionary
authority to structure one or more unvested stock issuances or one or more
restricted stock unit or other share right awards under the Stock Issuance
Program so that the shares of Common Stock subject to those issuances or awards
shall automatically vest (or vest and become issuable) in whole or in part
immediately upon the occurrence of a Change in Control or upon the subsequent
termination of the Participant’s Service by reason of an Involuntary Termination
within a designated period (not to exceed eighteen (18) months) following the
effective date of that Change in Control transaction.

III.

SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator’s discretion,
be held in escrow by the Corporation until the Participant’s interest in such
shares vests or may be issued directly to the Participant with restrictive
legends on the certificates evidencing those unvested shares.

ARTICLE FOUR

MISCELLANEOUS

FINANCING

The Plan Administrator may permit any Optionee or Participant
to pay the option exercise price under the Option Grant Program or the purchase
price for shares issued under the Stock Issuance Program by delivering a
full-recourse promissory note payable in one or more installments which bears
interest at a market rate and is secured by the purchased shares. In no event,
however, may the maximum credit available to the Optionee or Participant exceed
the sum of (i) the aggregate option exercise price or purchase price payable for
the purchased shares plus (ii) any applicable income and employment tax
liability incurred by the Optionee or the Participant in connection with the
option exercise or share purchase.

II.

EFFECTIVE DATE AND TERM OF PLAN

A. The Plan shall become effective when adopted by the Board,
but no option granted under the Plan may be exercised, and no shares shall be
issued under the Plan, until the Plan is approved by the Corporation’s
stockholders. If such stockholder approval is not obtained within twelve (12)
months after the date of the Board’s adoption of the Plan, then all options
previously granted under the Plan shall terminate and cease to be outstanding,
and no further options shall be granted and no shares shall be issued under the
Plan. Subject to such limitation, the Plan Administrator may grant options and
issue shares under the Plan at any time after the effective date of the Plan and
before the date fixed herein for termination of the Plan.

B. The Plan shall terminate upon the earliest of (i) the
expiration of the ten (10)-year period measured from the date the Plan is
adopted by the Board, (ii) the date on which all shares available for issuance
under the Plan shall have been issued as vested shares or (iii) the termination
of all outstanding options in connection with a Change in Control. All options
and unvested stock issuances outstanding at the time of a clause (i) termination
event shall continue to have full force and effect in accordance with the
provisions of the documents evidencing those options or issuances.

III.

AMENDMENT OF THE PLAN

A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with
respect to options or unvested stock issuances at the time outstanding under the
Plan unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws and regulations.

B. Options may be granted under the Option Grant Program and
shares may be issued under the Stock Issuance Program which are in each instance
in excess of the number of shares of Common Stock then available for issuance
under the Plan, provided any excess shares actually issued under those programs
shall be held in escrow until there is obtained stockholder approval of an
amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the Plan. If such stockholder approval is not obtained within
twelve (12) months after the date the first such excess grants or issuances are
made, then (i) any unexercised options granted on the basis of such excess
shares shall terminate and cease to be outstanding and (ii) the Corporation
shall promptly refund to the Optionees and the Participants the exercise or
purchase price paid for any excess shares issued under the Plan and held in
escrow, together with interest (at the applicable Short Term Federal Rate) for
the period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.

IV.

USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale
of shares of Common Stock under the Plan shall be used for general corporate
purposes.

WITHHOLDING

The Corporation’s obligation to deliver shares of Common
Stock upon the exercise of any options granted under the Plan or upon the
issuance or vesting of any shares issued under the Plan shall be subject to the
satisfaction of all applicable income and employment tax withholding
requirements.

VI.

REGULATORY APPROVALS

The implementation of the Plan, the granting of any options
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any option or (ii) under the Stock Issuance Program shall be subject
to the Corporation’s procurement of all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, the options granted
under it and the shares of Common Stock issued pursuant to it.

VII.

NO EMPLOYMENT OR SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person’s Service at any time for any reason, with or without
cause.

APPENDIX

The following definitions shall be in effect under the Plan:

A. Board shall mean the Corporation’s
Board of Directors.

B. Change in Control shall mean a
change in ownership or control of the Corporation effected through any of the
following transactions:

(i) a merger, consolidation or other reorganization approved
by the Corporation’s stockholders, unless securities representing more than
fifty percent (50%) of the total combined voting power of the voting securities
of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons
who beneficially owned the Corporation’s outstanding voting securities
immediately prior to such transaction, or

(ii) a stockholder-approved sale, transfer or other
disposition of all or substantially all of the Corporation’s assets in
liquidation or dissolution of the Corporation, or

(iii) the acquisition, directly or indirectly by any person
or related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Corporation), of beneficial ownership (within the meaning of Rule
13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of
the total combined voting power of the Corporation’s outstanding securities
pursuant to a tender or exchange offer made directly to the Corporation’s
stockholders.

In no event shall any public offering of the Corporation’s
securities be deemed to constitute a Change in Control.

C. Code shall mean the Internal
Revenue Code of 1986, as amended.

D. Committee shall mean a committee
of one (1) or more Board members appointed by the Board to exercise one or more
administrative functions under the Plan.

E. Common Stock shall mean the
Corporation’s common stock.

F. Corporation shall mean Siri, Inc.,
a Delaware corporation, and any successor corporation to all or substantially
all of the assets or voting stock of Siri, Inc. which shall by appropriate
action adopt the Plan.

G. Disability shall mean the
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment and shall be determined by the Plan Administrator on the basis of
such medical evidence as the Plan Administrator deems warranted under the
circumstances.

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H. Employee shall mean an individual
who is in the employ of the Corporation (or any Parent or Subsidiary), subject
to the control and direction of the employer entity as to both the work to be
performed and the manner and method of performance.

I. Exercise Date shall mean the date
on which the Corporation shall have received written notice of the option
exercise.

J. Fair Market Value per share of
Common Stock on any relevant date shall be determined in accordance with the
following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
Global or Global Select Market, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question, as such price
is reported by the National Association of Securities Dealers for that
particular Stock Exchange and published in The Wall Street Journal. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any other
Stock Exchange, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the Common
Stock, as such price is officially quoted in the composite tape of transactions
on such exchange and published in The Wall Street Journal. If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

(iii) If the Common Stock is not at the time listed on any
Stock Exchange, then the Fair Market Value shall be determined by the Plan
Administrator after taking into account such factors as the Plan Administrator
shall deem appropriate.

K. Family Member means, with respect
to a particular Optionee or Participant, any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law.

L. Incentive Option shall mean an
option which satisfies the requirements of Code Section 422.

M. Involuntary Termination shall mean
the termination of the Service of any individual which occurs by reason of:

(i) such individual’s involuntary dismissal or discharge by
the Corporation for reasons other than Misconduct, or

A-2

(ii) such individual’s voluntary resignation following (A) a
change in his or her position with the Corporation which materially reduces his
or her duties and responsibilities or the level of management to which he or she
reports, (B) a reduction in his or her level of compensation (including base
salary, fringe benefits and target bonus under any corporate-performance based
bonus or incentive programs) by more than fifteen percent (15%) or (C) a
relocation of such individual’s place of employment by more than fifty (50)
miles, provided and only if such change, reduction or relocation is effected
without the individual’s consent.

N. Misconduct shall mean the
commission of any act of fraud, embezzlement or dishonesty by the Optionee or
Participant, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by such person adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not in any way preclude or
restrict the right of the Corporation (or any Parent or Subsidiary) to discharge
or dismiss any Optionee, Participant or other person in the Service of the
Corporation (or any Parent or Subsidiary) for any other acts or omissions, but
such other acts or omissions shall not be deemed, for purposes of the Plan, to
constitute grounds for termination for Misconduct.

O. 1934 Act shall mean the Securities
Exchange Act of 1934, as amended.

P. Non-Statutory Option shall mean an
option not intended to satisfy the requirements of Code Section 422.

Q. Option Grant Program shall mean
the option grant program in effect under the Plan.

R. Optionee shall mean any person to
whom an option is granted under the Plan.

S. Parent shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending with
the Corporation, provided each corporation in the unbroken chain (other than the
Corporation) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

T. Participant shall mean any person
who is issued shares of Common Stock under the Stock Issuance Program or to whom
restricted stock units or share rights are awarded under such program.

U. Plan shall mean the Corporation’s
2008 Stock Option/Stock Issuance Plan, as set forth in this document.

V. Plan Administrator shall mean
either the Board or the Committee acting in its capacity as administrator of the
Plan.

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W. Service shall mean the performance
of services for the Corporation (or any Parent or Subsidiary, whether now
existing or subsequently established) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance. For purposes of the
Plan, an Optionee or Participant shall be deemed to cease Service immediately
upon the occurrence of the either of the following events: (i) Optionee or
Participant no longer performs services in any of the foregoing capacities for
the Corporation or any Parent or Subsidiary or (ii) the entity for which
Optionee or Participant is performing such services ceases to remain a Parent or
Subsidiary of the Corporation, even though the Optionee or Participant may
subsequently continue to perform services for that entity. Service shall not be
deemed to cease during a period of military leave, sick leave or other personal
leave approved by the Corporation; provided, however, that for a leave
which exceeds three (3) months, Service shall be deemed, for purposes of
determining the period within which any outstanding option held by the Optionee
in question may be exercised as an Incentive Option, to cease on the first day
immediately following the expiration of such three (3)-month period, unless that
Optionee is provided with the right to return to Service following such leave
either by statute or by written contract. Except to the extent otherwise
required by law or expressly authorized by the Plan Administrator or by the
Corporation’s written policy on leaves of absence, no Service credit shall be
given for vesting purposes for any period the Optionee or Participant is on a
leave of absence.

X. Stock Exchange shall mean the
American Stock Exchange, the Nasdaq Global or Global Select Market or the New
York Stock Exchange.

Y. Stock Issuance Agreement shall
mean the agreement entered into by the Corporation and the Participant at the
time of issuance of shares of Common Stock under the Stock Issuance Program.

Z. Stock Issuance Program shall mean
the stock issuance program in effect under the Plan.

AA. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

BB. 10% Stockholder shall mean the
owner of stock (as determined under Code Section 424(d)) possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Corporation (or any Parent or Subsidiary).

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