FRONTIER GROUP HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Frontier Group Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). [This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.]
FALCON ACQUISITION GROUP, INC. STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Purchase Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Delaware
Pursuant to its 2014 Equity Incentive Plan (the “Plan”), Falcon Acquisition Group, Inc., a Delaware corporation (the “Company”), hereby grants to the Purchaser listed below (“Purchaser”), the right to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below (the “Stock Purchase Right”). This Stock Purchase Right is subject to all of the terms and conditions set forth herein, in the Plan and in the certain Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Restricted Stock Purchase Agreement”), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Purchase Right Grant Notice (the “Grant Notice”) and the Restricted Stock Purchase Agreement.
Employment AgreementEmployment Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Colorado
This Employment Agreement (the “Agreement”) is made by and between Frontier Airlines, Inc., a Colorado corporation (the “Company”), and Barry L. Biffle (the “Executive” and, together with the Company, the “Parties”) effective as of March 15, 2016 (the “Effective Date”). This Agreement supersedes in its entirety any agreement to which the Company is a party with respect to Executive’s employment with the Company, except for option agreements entered into between Executive and the Group.
AMENDED AND RESTATED PHANTOM EQUITY INVESTMENT AGREEMENTPhantom Equity Investment Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Delaware
This Amended and Restated Phantom Equity Investment Agreement (this “Agreement”) is made as of December 3, 2013, by and among (a) Frontier Airlines, Inc., a Colorado corporation (the “Company”), (b) Falcon Acquisition Group, Inc., a Delaware corporation (“Falcon”), and (c) FAPAInvest, LLC, a Colorado limited liability company (“FAPAInvest”), acting as agent for and on behalf of those persons employed as of June 24, 2011 (the “Agreement Date”) as pilots by the Company (such persons, collectively, the “Participating Pilots”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Frontier Group Holdings, Inc.
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 13, 2013, by and between Frontier Airlines, Inc., a Colorado corporation (the “Company”), and Daniel Shurz (the “Executive”). This Amendment shall become effective as a valid and binding contract as of the date first above written, provided that the operative provisions hereof shall not become effective until the Closing (as defined in that certain Stock Purchase Agreement dated as of even date herewith, by and between Republic Airways Holdings, Inc. and Frontier Airlines Group, Inc. (the “Stock Purchase Agreement.” the transactions contemplated by the Stock Purchase Agreement, the “Acquisition”, and the date of such Closing being hereinafter referred to as the “Effective Date”)). In the event that the Stock Purchase Agreement is terminated or the Acquisition contemplated by the Stock Purchase Agreement is abandoned, this Agreement shall be null and void ab initio and shall have no force
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Delaware
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), dated as of December 3, 2013 and effective as of the Closing Date (as hereinafter used, as such term is defined in that certain Stock Purchase Agreement, dated as of September 30, 2013, by and between Republic Airways Holdings Inc., a Delaware corporation (“Seller”), and Falcon Acquisition Group, Inc., a Delaware corporation (“Buyer”) (as amended from time to time, the “Purchase Agreement”)), is made by and among Indigo Partners LLC, a Nevada limited liability company (the “Consultant”), Frontier Airlines Holdings, Inc., a Delaware corporation (“Frontier Holdings”), and Frontier Airlines, Inc., a Colorado corporation (the “Airline,” and together with Frontier Holdings, the “Company”).
FALCON ACQUISITION GROUP, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Delaware
Falcon Acquisition Group, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to the participant set forth below (“Participant”), an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of December 3, 2013, by and between Falcon Acquisition Group, Inc., a Delaware corporation (the “Company”), and Indigo Frontier Holdings Company, LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Frontier Group Holdings, Inc. • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2012, by and between FRONTIER AIRLINES, INC., a Colorado corporation (the “Company”), and DANIEL M. SHURZ (the “Executive”).
