EX-10.10(b)



 Exhibit 10.10(b) 

AMENDMENT TO 
 EMPLOYMENT
AGREEMENT 
 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 and effect. 
 WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement between the Company and Executive, dated as of June 25, 2012 (the “Agreement”), which sets forth the terms of the Executive’s employment with the Company; 

WHEREAS, the Company and the Executive desire to amend the Agreement, as set forth herein. 

NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditions herein, the Company and the Executive
hereby agree as follows, effective as of immediately prior to the Effective Date. 
 1. The first two sentences of Section 4(b) of the
Agreement are hereby deleted and replaced in their entirety with the following: 
 “(b) Occurrence of a Change of Control. In
the event of the Executive’s termination of employment by the Company without Cause or by the Executive for Good Reason, in each case, that occurs within the twelve (12) month period commencing on the consummation of a Change of Control,
the Company shall, subject to the Executive delivering to the Company a release within 30 days following the termination of this Agreement, substantially in the form attached hereto as Exhibit A (the “Release”), pay to the
Executive in a lump sum an amount equal to two times the Executive’s Base Salary as then in effect such payment to be made on the first regular payroll date following the date the Release becomes effective and irrevocable.” 

2. A new sentence shall be added to the end of Section 4(b) to read as follows: 

“For the avoidance of doubt and notwithstanding anything herein to the contrary, in no event shall the consummation of the transactions
(the “Transactions”) contemplated by the Stock Purchase Agreement entered into between Republic Airways Holdings, Inc. and Frontier Airlines Group, Inc. constitute a Change of Control. For further avoidance of doubt and
notwithstanding anything herein to the contrary, in no event shall an initial public offering of the Company’s common stock or the common stock of any affiliate of the Company or any sales by shareholders in connection with such initial public
offering constitute a Change of Control.” 







 3. Section 4(c) is hereby deleted and replaced in its entirety with the following: 

“(c) Termination by the Executive for Good Reason. If the Executive terminates this Agreement for Good Reason prior the occurrence
of a Change of Control as set forth in Section 4(b) hereof, subject to the Executive delivering to the Company a Release within 30 days following the termination of this Agreement, the Company shall pay to the Executive as severance compensation in
a lump sum an amount equal to one times the Executive’s Base Salary as then in effect such payment to be made on the first regular payroll date following the date the Release becomes effective and irrevocable.” 

4. The first sentence of Section 4(d)(i) of the Agreement is hereby deleted and replaced in its entirety with the following: 

“(i) Medical Benefits. Upon termination of this Agreement for any reason by the Executive or the Company, the Executive,
Executive’s spouse, and Executive’s dependents will continue to be eligible for coverage under the Company’s group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and
their dependents for one year following the termination date (upon a termination of this Agreement under Section 4(a) or Section 8(b)(i)) or two years following the termination date (upon a termination of this Agreement under
Section 4(b), Section 8(b)(ii) or Section 8(b)(iii)).” 
 5. Section 4(d)(ii) of the Agreement is hereby
deleted and replaced in its entirety with the following: 
 “(ii) Travel Privileges. Upon termination of this Agreement under
Sections 4(a), (b) or (c), the Executive shall continue to receive travel privileges set forth in Section 3(c) for one year following the termination date (upon a termination of this Agreement under Section 4(a) or Section
8(b)(i)) or two years following the termination date (upon a termination of this Agreement under Section 4(b), Section 8(b)(ii) or Section 8(b)(iii)).” 

6. Section 21 of the Agreement is hereby deleted in its entirety and replaced with the following: 

“21. Equity Incentive. Executive shall be eligible to participate in the equity incentive plan developed for executives of the
Company following the closing of the Transactions and be awarded stock options, restricted stock units, restricted stock and/or other equity awards consistent with such plan, in each case, as determined by the Board.” 

7. Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be
deemed an original and both of which together shall constitute the same instrument. 
 8. Ratification. All terms and provisions of
the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or the
original Agreement shall include the terms contained in this Amendment. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, this Amendment to Employment Agreement has been duly
executed by or on behalf of the parties hereto as of the date first above written. 
  

											
	EXECUTIVE	 		 	FRONTIER AIRLINES, INC.
				
	 /s/ Daniel Shurz
	 		 	By:	 	 /s/ David Siegel

	Name:	 	Daniel Shurz	 		 		 	Name:	 	David Siegel
		 		 		 		 	Title:	 	Chief Executive Officer