Amendment to Amended and Restated Phantom Equity Investment Agreement by and among Frontier Airlines, Inc., Frontier Group Holdings, Inc., and FAPAInvest, LLC

Summary

Frontier Airlines, Inc., Frontier Group Holdings, Inc., and FAPAInvest, LLC have agreed to amend their existing Phantom Equity Investment Agreement. The amendment clarifies how 'Compensation' is defined for the purpose of allocating phantom equity to participating pilots, specifying that it refers to gross pay as shown on annual W-2 and earnings summaries, and excludes pay for management pilot services. The amendment also updates certain references in the agreement, and is effective retroactively to December 3, 2013, with execution on December 20, 2016.

EX-10.13(B) 21 d76056dex1013b.htm EX-10.13(B) EX-10.13(b)

Exhibit 10.13(b)

AMENDMENT TO

AMENDED AND RESTATED PHANTOM EQUITY INVESTMENT AGREEMENT

WHEREAS, Frontier Airlines, Inc. (the “Company”), Frontier Group Holdings, Inc. (formerly known as Falcon Acquisition Group, Inc.) (“Falcon”) and FAPAInvest, LLC (“FAPAInvest”) (collectively, the “Parties”) entered into the Amended and Restated Phantom Equity Investment Agreement (the “Restated Agreement”) as of December 3, 2013;

WHEREAS, the Restated Agreement may be amended by a written amendment executed by the Parties; and

WHEREAS, the Parties believe it in the best interests of the Participating Pilots to clarify the definition of taxable compensation for allocation purposes under the Restated Agreement;

NOW, THEREFORE, the Parties agree to amend the Restated Agreement in the following manner, effective as of the dates stated below (capitalized terms used herein without definition have the meanings ascribed to such terms in the Restated Agreement):

Section 1.14 is amended, effective December 3, 2013, to read as follows:

“1.14 “Compensation” shall mean, for purposes of any allocations made under this Agreement, the gross compensation from the Company and its Affiliates, which is the “Gross Pay” value listed on the Company-generated annual “201[X] W-2 and Earnings Summary” from the Company and its Affiliates (which for avoidance of doubt is also equal to the amount listed on the last calendar year Company pay summary as “YTD” summary). Compensation shall exclude any compensation received by a Participating Pilot from the Company or its Affiliates for services rendered as a Management Pilot.

Sections 2.3 (a) and (b) are amended, effective December 3, 2013 as follows:

The term “Taxable Compensation” in Sections 2.3(a)(i), 2.3.(a)(ii), and 2.3(b)(ii) is changed to “Compensation”.

IN WITNESS WHEREOF, the Parties hereto have duly executed this amendment as of December 20, 2016 with the effective dates set forth herein.

[SIGNATURES APPEAR ON FOLLOWING PAGE]


FRONTIER AIRLINES, INC.
By:   /s/ Howard Diamond
 

    Name:

 

Howard Diamond

 

    Title:

 

General Counsel

FRONTIER GROUP HOLDINGS, INC. f/k/a
FALCON ACQUISITION GROUP, INC.
By:   /s/ Howard Diamond
 

    Name:

 

Howard Diamond

 

    Title:

 

General Counsel

FAPAINVEST, LLC, as agent for Participating Pilots
By:   /s/ Brandt Burns
 

    Name:

 

Brandt Burns

 

    Title:

 

Manager