Exhibit 10.1


 





AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT
AGREEMENT






This AMENDMENT
NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is entered into on April 12, 2015, by
and between Global Eagle Entertainment Inc., a Delaware corporation (the “Company”), and David M. Davis (the
“Executive”).


 


W I T N E S S E T
H:


 


WHEREAS, the Company
and Executive entered into an Executive Employment Agreement dated as of July 9, 2014 (the “Agreement”); and


 


WHEREAS, the Company
and Executive desire to amend the Agreement as provided in this Amendment.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing, the mutual covenants, promises and agreements hereinafter set forth, the mutual benefits to be gained by the
performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
and accepted, the parties to this Amendment, intending to be legally bound, hereby agree as follows:


 


Section 1. Defined
Terms. Capitalized terms used herein, unless otherwise defined herein, have the meanings ascribed to them in the Agreement.


 


Section 2. Amendment
to Section 2(c). Section 2(c) of the Agreement is deleted in its entirety and replaced with the following text:


 


“(c) Effective
as of January 17, 2014, the Executive’s home office of employment has been Minneapolis, Minnesota.”


 


Section 3. Amendment
to Section 3(a). Section 3(a) of the Agreement is modified such that Executive’s base salary shall be increased to $550,000.00
per annum, effective as of January 1, 2015.


 


Section 4. Amendment
to Section 3(b). The second sentence of Section 3(b) of the Agreement is deleted in its entirety and replaced with the following
text:


 


“Executive’s
target bonus for each year shall equal 100% of Executive’s Base Salary, but the bonus may be, in the discretion of the Board,
increased to up to 150%.”


 


Section 5. Amendment
to Section 4(d). Section 4(d) of the Agreement is deleted in its entirety and replaced with the following text:


 


“(d)
The Company will reimburse the Executive for all reasonable commuting and temporary residence/hotel costs to the metropolitan area
where the Company is headquartered until August 1, 2015, subject to the Company’s requirements with respect to reporting
and documentation of such expenses. After August 1, 2015 the company will reimburse the Executive for all reasonable commuting
costs to the metropolitan area where the Company is headquartered, subject to the Company’s requirements with respect to
reporting and documentation of such expenses.


 






    	 



    	 



    

 


Section 6. Amendment
to Section 4(e). Section 4(e) of the Agreement is deleted in its entirety and replaced with the following text.


 


“(e) If
the Executive chooses to establish a permanent residence in the metropolitan area where the Company is headquartered, the Company
will reimburse the Executive for all reasonable relocation expenses, including the movement of household goods, in an amount not
to exceed $25,000, subject to the Company’s requirements with respect to reporting and documentation of such expenses.


 


Section 7. Amendment
to Section 5(f). Section 5(f) of the Agreement is deleted in its entirety and replaced with the following text:


 


“(f)
 For purposes of this Agreement, “Cause” will mean (i) the commission of a felony or other crime involving
moral turpitude or the commission of any other act or omission involving misappropriation, dishonesty, unethical business conduct,
disloyalty, fraud or breach of fiduciary duty, (ii) reporting to work under the influence of alcohol, (iii) the use of illegal
drugs (whether or not at the workplace) or other conduct, even if not in conjunction with his duties hereunder, which could reasonably
be expected to, or which does, cause the Company or any of its Subsidiaries material public disgrace, disrepute or economic harm,
(iv) repeated failure to perform duties as reasonably directed by the Board and/or the Company’s principal executive officer,
(v) gross negligence or willful misconduct with respect to the Company or affiliates or in the performance of the Executive’s
duties hereunder, (vi) obtaining any personal profit not thoroughly disclosed to and approved by the Board in connection with
any transaction entered into by, or on behalf of, the Company, its Subsidiaries or any of their affiliates, or (vii) materially
violating any of the terms of the Company’s, its Subsidiaries’ or any of their affiliates’ rules or policies
which, if curable, is not cured to the Board’s satisfaction within fifteen (15) days after written notice thereof to the
Executive, or any other breach of this Agreement or any other agreement between the Executive and the Company or any of its Subsidiaries
which, if curable, is not cured to the Board’s satisfaction within fifteen (15) days after written notice thereof to the
Executive. For purposes of this Agreement, “Good Reason” shall mean (i) the Executive is assigned duties materially
inconsistent with the Executive’s position as set forth in Section 2(a) of this Agreement, provided that any such assignment
of duties (x) shall only constitute “Good Reason” during the ninety (90) day period following the date of such assignment
(after which it shall be deemed waived by the Executive if prior thereto the Executive has not exercised his right to resign for
“Good Reason”), (y) shall not constitute “Good Reason” when it is an isolated action not taken in bad
faith and that is remedied promptly after written notice thereof by the Executive to the Company, and (z) shall not constitute
“Good Reason” if the Executive shall have consented to the performance thereof or (ii) any breach of a material term
of this Agreement by the Company, which breach is not cured within thirty (30) days following written notice to the Company of
such breach, or (iii) the Company requiring the Executive, without the Executive’s prior consent, to be permanently based
at any office located more than forty-five (45) miles from Executive’s primary residence, excluding travel reasonably required
in the performance of the Executive’s duties hereunder and travel consistent with the Executive’s activities prior
to the Effective Date.” 


 


Section 8. Effect
of Amendment. Except as explicitly amended by the terms of this Amendment, the terms of the Agreement
shall remain in effect and are unchanged by this Amendment.


 


 


 


[Signature Page Follows]


 






    	 



    	 



    

 


IN WITNESS WHEREOF, each
of the parties hereto has caused this Amendment to be duly executed, all as of the day and year first above written.


 


 


 


	 	COMPANY:
	 	 	 
	 	GLOBAL EAGLE ENTERTAINMENT INC., a Delaware corporation
	 	 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Jay Itzkowitz
	 	 	 
	 	 	 
	 	Name: 	Jay Itzkowitz
	 	 	 
	 	 	 
	 	Title: 	SVP & General Counsel
	 	 	 
	 	 	 
	 	/s/ David M. Davis
	 	David M. Davis