Second Amendment to Employee Stock Ownership Plan of Frontier Airlines, Inc.
This amendment, effective when Frontier Airlines Holdings, Inc. stock is first publicly traded, updates the definition of "Stock" in the Employee Stock Ownership Plan (ESOP) of Frontier Airlines, Inc. The new definition specifies that "Stock" refers to the common stock of Frontier Airlines Holdings, Inc. with the highest voting and dividend rights. All other terms of the ESOP remain unchanged. The amendment is executed by Frontier Airlines, Inc. as the plan sponsor.
SECOND AMENDMENT TO THE
EMPLOYEE STOCK OWNERSHIP PLAN OF
FRONTIER AIRLINES, INC.
March 30, 2006
1. Plan Sponsor: Frontier Airlines, Inc., a Colorado Corporation.
2. Amendment of Plan: The following Amendment to the Employee Stock Ownership Plan of Frontier Airlines, Inc. is hereby adopted, effective as provided in Paragraph 3:
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| A. | Section 1.39 is amended by replacing the existing Section 1.39 with the following Section 1.39: |
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| 1.39 “Stock” means the common stock, par value $0.001 per share, of Frontier Airlines Holdings, Inc., a Delaware corporation (“Frontier Holdings”), which is an employer security described in Code §§ 409(l) and 4975(e)(8) that has a combination of voting power and dividend rights equal to or in excess of (a) that class of Frontier Holding’s common stock having the greatest voting power and (b) that class of Frontier Holding’s common stock having the greatest dividend rights. |
3. Effective Date: The Effective Date of this Amendment will be the date that Frontier Holdings Stock is first publicly traded.
4. Terms and Conditions of Plan: Except for the above Amendment, all terms and conditions of the Plan are unamended and remain in full force and effect.
5. Execution: The Plan Sponsor has executed this Amendment as of the date set forth above.
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| FRONTIER AIRLINES, INC. | |
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| By: |
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| Paul H. Tate |
