Contract

1 AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), is made as of October 16, 2023 (the “Amendment Effective Date”), by and between Frontier Airlines, Inc., a Colorado corporation (“Frontier”), and Xxxxx Xxxxxxx (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below). RECITALS A. The Company and Executive previously entered into an Amended and Restated Employment Agreement effective as of April 13, 2017 (the “Agreement”). B. Executive has been promoted to President effective as of October 16, 2023 and the parties hereto wish to amend the Agreement to revise certain provisions in connection with Executive’s promotion as set forth herein. AMENDMENT The Company and Executive hereby amend the Agreement as follows, effective as of the Amendment Effective Date. 1. Section 1(e) of the Agreement is hereby deleted in its entirety and replaced with the following: “(e) “Board” shall mean the Board of Directors of Group or, if any successor to Group does not have a board of directors, the Person or body authorized to exercise comparable management authority on behalf of Group under Group’s governing documents and applicable law.” 2. Section 1(g) of the Agreement is hereby deleted in its entirety and replaced with the following: “(g) “Change in Control” shall mean (i) the acquisition by any person or group of affiliated or associated persons of more than forty percent (40%) of the outstanding capital stock of Group or the Company or voting securities representing more than forty percent (40%) of the total voting power of outstanding securities of Group or the Company (other than such an acquisition by a person or group that holds more than forty percent (40%) of the outstanding capital stock of Group or the Company or voting securities representing more than forty percent (40%) of the total voting power of outstanding securities of Group or the Company, in each case, as of either the Effective Date or immediately prior to such acquisition); (ii) the consummation of a sale of all or substantially all of the assets of the Company to a third party; (iii) the consummation of any merger involving Group or the Company in which, immediately after giving effect to such merger, less than a majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exhibit 10.6(b)