CONSULTING
AGREEMENT AND MUTUAL GENERAL RELEASE


 


THIS CONSULTING AGREEMENT
AND MUTUAL GENERAL RELEASE (this “Agreement”) is dated as of October 2, 2013 and entered into by and
between Louis Bélanger-Martin, for himself and his heirs, successors and assigns (collectively, “Executive”),
and Global Eagle Entertainment Inc., a Delaware corporation (the “Company”). Executive and the Company
shall sometimes be referred to in this Agreement, individually, as a “party,” and, collectively, as the
“parties.”


 


RECITALS


 


A.          Executive
served as the Chief Executive Officer of Advanced Inflight Alliance AG, a German corporation and majority owned subsidiary of the
Company (“AIA”), pursuant to the terms of that certain Executive Employment Agreement dated December
21, 2012 by and between Executive and AIA (the “Employment Agreement”).


 


B.           On
August 28, 2013 Executive and AIA entered into that certain Termination Agreement (the “Termination Agreement”)
whereby Executive resigned as the Chief Executive Officer of AIA, effective as of August 31, 2013 (the “Resignation
Date”).


 


C.           The
Company wishes to retain Executive as the Vice Chairman of the Board of Directors of the Company (the “Board”)
and as a consultant to AIA and to the Company, on the terms and conditions set forth below.


 


D.           The
parties wish to resolve all issues relating to Executive’s resignation from AIA not otherwise set forth in the Termination
Agreement and desire a full, amicable and final resolution of any and all claims that either party may have or claim to have against
the other, on the terms and subject to the conditions set forth in this Agreement.


 


E.           The
parties agree that all references to “$” set forth in this Agreement shall mean dollars of the United States of America.


 


AGREEMENT


 


NOW, THEREFORE, for good
and valuable consideration, the adequacy and receipt of which are hereby expressly acknowledged, each of the parties hereto, intending
to be legally bound, agrees as follows:


 


1.           No
Admission of Liability. The parties agree that the terms and conditions set forth in this Agreement, and the performance of
the acts required by each such party, do not constitute an admission of liability, culpability, negligence or wrongdoing on the
part thereof, and will not be construed for any purpose as an admission of liability, culpability, negligence or wrongdoing thereby.
The parties specifically acknowledge and agree that each party denies any liability for any matter released hereunder.


 


2.           Post-Retirement
Benefits. In addition to the rights, compensation and benefits set forth in the Termination Agreement, Executive shall be entitled
to the following rights, compensation and benefits, and no other (collectively, the “Benefits”):


 




    	 



    	 



    

 


(a) Executive shall
continue to serve as Vice Chairman of the Board for the remainder of his existing term and, if mutually agreed by the parties,
after the expiration of such term, provided that, following any act of willful malfeasance by Executive that materially and adversely
affects AIA or the Company, including without limitation, any act of willful malfeasance by Executive that, in the reasonable judgment
of the Board, requires the removal of Executive as a director on the Board pursuant to any applicable law, rule or regulation,
the Board may seek to terminate Executive’s membership on the Board by, among other actions, requiring Executive to resign
as Vice Chairman prior to the expiration of such current term;


 


(b) On and after the
Resignation Date, Executive shall serve as a consultant to the Company until the Equity Sale Closing Date, as defined below. In
that regard, Executive shall provide the Company with a set of mutually agreed upon management, consulting and related services
as reasonably requested by the Company at any time and from time to time during the term of this Agreement, and the Company shall
pay Executive a consulting fee of $41,666 per month (the “Consulting Fee”), pro rated for any partial
month that Executive renders consulting services hereunder, through the Equity Sale Closing Date. The parties acknowledge and agree
that the Consulting Fee shall be due and payable to Executive regardless of whether he provides any management, consulting or related
services in any period during the term of this Agreement. The Consulting Fee shall be payable to Executive on a monthly basis.
Additionally, Executive shall be reimbursed for any consulting related expenses approved by the Company within fifteen (15) days
after the end of each month during the term hereof;


 


(c) The parties acknowledge
that, following the date of this Agreement, the Company may seek to raise at least $25 million in equity capital (a “Fund
Raising”) through the public or private sale of shares of its common stock, par value $0.0001 per share (the “Common
Stock”). If the Company completes such a Fund Raising on or before December 31, 2013, on the consummation thereof
(the “Equity Sale Closing Date”), Executive shall have the option to receive either a payment of (i)
$3 million in cash or (ii) a combination of (A) $1 million in cash and (B) that number of fully vested shares of Common Stock (the
“Issued Shares”) determined by dividing (x) $2 million by (y) the volume weighted average closing price
per share of Common Stock, as traded on The Nasdaq Stock Market (the “Nasdaq”) over the thirty (30) trading
days immediately prior to the Equity Sale Closing Date. Executive shall notify the Company whether he has elected option (i) or
(ii) above within five business days after the Equity Sale Closing Date and, if he fails to do so, will be deemed to have elected
option (i). Following the Equity Sale Closing Date, if Executive chooses alternative (c)(ii) above, then Executive will agree that
the Issued Shares shall be subject to a lock-up that prohibits the sale of such shares for a period of one (1) year from the date
of issuance. Such restriction on the sale of the Issued Shares shall be in addition to any and all other restrictions imposed on
such sale by the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations
thereunder. Notwithstanding the above, if the Equity Sale Closing Date does not occur prior to January 1, 2014, then the Company’s
obligation set forth above in this subsection (c) shall terminate and have no further force or effect and, on or prior to January
5, 2014, the Company shall promptly issue to Executive 300,000 fully vested shares of Common Stock (the “2014 Shares”).
The Company will use all reasonable efforts to issue the 2014 Shares under the Company’s 2013 Equity Incentive Plan (the
“Plan”) so that such shares are registered for resale by Executive with the Securities and Exchange Commission
(the “SEC”) as of the date of issuance. If the Company is unable to issue the 2014 Shares under the Plan,
then it will file a registration statement with respect to the 2014 Shares, which shall allow for the resale of the 2014 Shares
by Executive, with the SEC in accordance with the requirements of the Securities Act, within
five (5) business days of the issuance thereof and the Company will diligently pursue the effectiveness of such registration statement.
If so issued, Executive agrees that he will not sell more than 5,000 of the 2014 Shares per trading day of the Nasdaq following
the registration thereof. In that regard, Executive’s sale of any portion of the 2014 Shares shall be subject in all instances
to any and all other restrictions imposed on such sale by the Securities Act and the rules and regulations thereunder. The Company
will prepare and file with the SEC the initial notice of issuance of the Issued Shares or the 2014 Shares, as the case may be,
to Executive required by Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended,
provided that all other forms required to be filed by Executive pursuant to Section 16 shall be the responsibility of Executive
unless such forms are routinely prepared and filed by the Company on behalf of the Company’s officers and directors. In connection
with the transactions contemplated by this Agreement, Executive has agreed to relinquish his right to options to purchase 400,000
shares of Common Stock of the Company issued to him on or about February 19, 2013 (the “February 2013 Options”).
On Executive’s receipt of the compensation payable under this subsection (c), and, in the case of the 2014 Shares, the effectiveness
of any registration statement covering the resale thereof, Executive shall expressly relinquish his right to options to purchase
the remaining 350,000 shares of Common Stock underlying the February 2013 Options;


 




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(d) On or before September
20, 2013, Executive shall be granted a non-qualified stock option grant to purchase 25,000 shares of Common Stock (the “Option”)
at an exercise price per share equal to the closing price per share of Common Stock on the Nasdaq as of such date of grant. The
Option shall have the terms, conditions and restrictions set forth in the form of option agreement attached hereto as Exhibit A.


 


3.           Non-Competition
Agreement. In consideration for the transactions contemplated by this Agreement, including without limitation, the payments
to be made to Executive pursuant to Section 2 above, Executive will execute and deliver to the Company a non-competition agreement
in the form of Exhibit B hereto (the “Non-Competition Agreement”).




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4.           Release
of Claims.


 


(a) Release by Executive.
In consideration for the promises set forth above, including without limitation the Benefits, Executive, for himself and his heirs,
successors and assigns, does hereby waive, release, acquit and forever discharge each of AIA and the Company and each of its current,
former, and future parent corporations, subsidiaries, affiliates, employee benefit plans and related entities or corporations,
and their past and present officers, directors, shareholders, employees, creditors, fiduciaries, agents, employees, partners, attorneys,
representatives, promoters, heirs, predecessors, successors, and assigns, in their capacity as such (each a “Company
Released Party”), from any and all claims, actions, charges, complaints, grievances and causes of action (hereinafter
collectively referred to as “Executive Claims”), of whatever nature, whether known or unknown,
which exist or may exist on Executive’s behalf against each Company Released Party as of the date of this Agreement, including
but not limited to any and all Executive Claims arising out of or relating to the Employment Agreement, Executive’s employment
by AIA and/or any of its affiliates, or the termination of that employment. Executive understands and agree that he is waiving
any and all rights he may have had, now has, or in the future may have, to pursue any and all remedies available to him under any
employment-related cause of action, including without limitation, any and all claims under any employment agreement or arrangement
that he has with AIA or the Company, claims under the February 2013 Options (subject to the terms of Section 2(c) above), tort
claims, contract claims, fiduciary duty claims, wage claims, bonus claims, commission claims, wrongful termination claims, public
policy claims, retaliation claims, statutory claims, California Labor Code claims, personal injury claims, emotional distress claims,
invasion of privacy claims, defamation claims, fraud claims, quantum meruit claims, and any and all claims arising under
any federal, state or other governmental statute, law, regulation or ordinance covering employment, conditions of employment (including
wage and hour laws) and/or discrimination in employment, including but not limited to, all as amended, the United States Constitution,
the Constitution of the State of California, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment
Act of 1967 (the “ADEA”), the Americans with Disabilities Act of 1990, the employee Retirement Income
Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act, the Family
and Medical Leave Act, the California Family Rights Act, and the California Fair Employment and Housing Act, including race, color,
religious creed, national origin, ancestry, physical or mental disability, medical condition, family care leave, marital status,
sex, sexual orientation, age and any harassment or retaliation. Notwithstanding the foregoing, Executive is not hereby releasing
the Company from any of the following claims (collectively, the “Excluded Claims”): (a) any rights
which cannot be waived as a matter of law; (b) any of his rights under the Termination Agreement; (c) any claim arising from the
breach of this Agreement; (d) any rights with respect to the February 2013 Options if the Company fails to perform its obligations
under Section 2(c) of this Agreement; and (e) any rights to indemnification under any applicable instrument, policy or agreement
of the Company, AIA or their affiliates. Executive hereby represents and warrants that, other than the Excluded Claims, Executive
is not aware of any claims Executive has or might have against any Company Released Party.


 


(b)          Release
by the Company. For and in consideration of the obligations of Executive set forth in this Agreement, for the release of claims
by Executive and for other good and valuable consideration, the Company, on its own behalf and on behalf of its predecessors, successors,
assigns, subsidiaries (including without limitation, AIA), members, managers, officers, employees, representatives, attorneys,
insurers and agents, hereby covenant not to sue, and hereby release and discharge Executive, his heirs, executors, administrators,
successors, assigns, dependents, descendants, attorneys, insurers, and agents (each an “Executive Released Party”),
from any and all claims, actions, charges, complaints, grievances and causes of action (collectively, the “Company
Claims”) that any Company Released Party has or may in the future have against any Executive Released Party,
or which might or could have been, might be or could be (in the past, now or hereafter) asserted with respect to any Executive
Released Party and any and all dealings and disputes between the parties, including but not limited to any and all Company Claims
arising out of or relating to Executive’s employment with the Company, AIA or their affiliates or the termination of that
employment. Notwithstanding the foregoing, this release does not waive or release any rights of any Company Released Party to enforce
the terms of this Agreement or the Non-Compete Agreement, as defined below, or to any and all rights or remedies available to any
Company Released Party at law or in equity as a consequence of the breach hereof or thereof.


 




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5.            Waiver
Of Unknown Claims. Each party acknowledges that he or it may hereafter discover claims or facts in addition to or different
from those that he or it now knows or believes to exist with respect to the subject matter of the releases contained in this Agreement
and which, if known or suspected at the time of executing this Agreement, might have materially affected his or its release or
its decision to enter into this Agreement. Nevertheless, each party waives any right, claim, or cause of action that might arise
as a result of such different or additional claims or facts. In particular, and without limiting the foregoing, the parties acknowledge
that they have read and understand Section 1542 of the California Civil Code which reads as follows::


 


“A general release does
not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release
which if known by him or her must have materially affected his or her settlement with the debtor.”


 


The parties hereby expressly
waive and relinquish all rights and benefits under that provision of California law and any law of any jurisdiction of similar
effect with respect to their release of any claims hereunder. In that regard, the parties agree that the releases set forth in
this section shall be and remain in effect in all respects as complete general releases as to the matters released.


 


6.            Acknowledgement
of Waiver of Claims Under ADEA. Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA
and that this Agreement is knowing and voluntary. Executive acknowledges that the consideration given for this Agreement and the
general release set forth herein is in addition to anything of value to which Executive was already entitled. Executive further
acknowledges that he has been advised by this writing that:


 


(a)          Executive
should consult with an attorney prior to executing this Agreement;


 


(b)          Executive
has up to twenty-one (21) days within which to consider this Agreement and seven (7) days following his execution of this Agreement
to revoke it as set forth in Section 17;


 


(c)          This
Agreement shall not be effective until the revocation period has expired; and


 


(d)          Nothing
in this Agreement precludes him from challenging or seeking a determination in good faith of the validity of this waiver under
the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal
law.


 




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7.            Ownership
of Claims. Each of the Company and Executive represents and warrants that it or he is the sole and lawful owner of all rights,
title and interest in and to all released matters, claims and demands referred to herein. Each of the Company and Executive further
represents and warrants that there has been no assignment or other transfer of any interest in any such matters, claims or demands
that the Company may have against Executive or that Executive may have against the Company, as the case may be.


 


8.           Return
of Company Property. In accordance with the Termination Agreement, Executive and the Company acknowledge that Executive has
returned any and all Company property in his possession, custody or control, except for items agreed between Executive and the
Company and materials Executive will need in connection with his duties as Vice Chairman of the Board. The Company and Executive
acknowledge and consent to Executive having transferred his Company cellular phone number to a personal number and to Executive
having retained his iPhone, computer and peripherals as well as his Company car. The parties acknowledge that Executive has complied
with all necessary measures in transitioning use of email address and handling of corporate information, as required by the Company’s
employment policies.


 


9.            Non-Disparagement.
The parties agree that they will not in any way, either directly or indirectly, disparage each other or any other Released Party
(or any of their respective employees, officers, directors, or agents), including, without limitation, by conduct or communication;
provided that parties may respond accurately and fully to any question, inquiry or request for information when required by legal
process. The parties agree to refer to Executive’s resignation from the Company as a resignation in any communication with
any other person or entity.


 


10.          Confidentiality.
Executive understands and agrees that this Agreement and the matters discussed in negotiating its terms are entirely confidential.
It is therefore expressly understood and agreed by Executive that he will not reveal, discuss, publish or in any way communicate
any of the terms, amount or fact of this Agreement to any person, organization or other entity, except to his immediate family
members and professional representatives, all of whom shall be informed of and agree to be bound by this confidentiality clause
(unless already bound by an equivalent obligation of confidentiality) before any such disclosure or except as required by law or
legal process or as necessary to enforce his rights hereunder.


 


11.          Termination
of Agreements. Except with respect to the Termination Agreement, the Option and the Non-Competition Agreement, this Agreement
constitutes a single, integrated, written contract, expressing the entire agreement between the parties and supersedes and replaces
all other previous agreements between Executive and the Company and/or AIA, whether express or implied, oral or written (collectively,
“Prior Agreements”). Except with respect to the foregoing, all Prior Agreements are terminated and no
party to them has any continuing rights or obligations under any such agreement.


 




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12.          Cooperation
in Litigation. Executive agrees that he will (i) provide reasonable assistance and cooperation to the Company in activities
related to the prosecution or defense of any pending or future lawsuits, arbitrations, and other proceedings or claims involving
the Company, AIA or any of their affiliates with respect to matters that Executive was previously involved with or has knowledge
of (“Company Litigation”); (ii) make himself available to the Company on reasonable notice and without
the need for issuance of any subpoena or similar process to testify in any Company Litigation; (iii) refrain from providing
any information related to any Company Litigation or potential Company Litigation to any non-Company representative until he shall
(A) have first obtained written consent of the Company or (B) be required to provide such information pursuant to legal
process; and (iv) if required by legal process to provide sworn testimony in any Company Litigation, consult with and permit
Company-designated legal counsel to be present for such testimony, the costs of such designated counsel to be solely the responsibility
of the Company. The Company will promptly reimburse Executive for all reasonable costs he incurs in connection with his obligations
under this Section 12. The parties hereto agree that the provisions of this paragraph are not applicable to any proceeding involving
any alleged breach of this Agreement.


 


13.          Voluntary
Execution. Executive hereby acknowledges that he has read and understands this Agreement and that he signs this Agreement voluntarily
and without coercion. Executive further acknowledges that he has been advised by the Company to obtain independent legal advice
regarding the matters contained in this Agreement. Executive further acknowledges that the waivers he has made in this Agreement
are knowing, conscious and voluntary and are made with full appreciation that he is forever foreclosed from pursuing any of the
rights waived.


 


14.          Severability.
Each of the Company and Executive agrees that if any provision of the release given by it or him under this Agreement is found
to be unenforceable or illegal, it will not affect the enforceability of the remaining provisions and the courts may enforce all
remaining provisions to the extent permitted by law.


 


15.          Successors
And Assigns. It is expressly understood and agreed by the parties that this Agreement and all of its terms shall be binding
upon the parties’ respective representatives, heirs, executors, administrators, successors and assigns, and shall inure to
the benefit of each of the Company’s current, former, and future corporate parents, subsidiaries, related entities, affiliates,
employee benefit plans, and related entities or corporations and their past and present officers, directors, shareholders, creditors,
fiduciaries, agents, employees, partners, attorneys, representatives, promoters, heirs, predecessors, successors, and assigns and
to Executive’s heirs, administrators, successors and assigns, as the case may be.


 


16.          Retention
of Rights. Notwithstanding anything contained herein to the contrary in this Agreement, if Executive has not received the payments
and other compensatory rights set forth in Section 2 above in their entirety, then Executive’s resignation shall be deemed
a termination of his employment without cause by AIA, and he shall be entitled to all rights and benefits otherwise available to
him under any agreement or as a matter of law, as may be determined as if the Termination Agreement had not been executed and delivered,
provided that such rights and benefits shall be net of any amounts actually paid to Executive hereunder.


 


17.          Time
Periods. Executive acknowledges that he has been given twenty-one (21) days to consider this Agreement. If Executive elects
to sign this Agreement before that time period expires, Executive will do so knowingly and voluntarily. Executive understands that
he has up to seven (7) days after executing and delivering this Agreement to rescind this agreement by notifying Michael Pigott
at the Company, by facsimile: (818) 706-9431, of this fact in writing within the seven (7) day period. The effective date of this
Agreement will be at the end of the seven (7) day period if no revocation has been received.


 




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IN WITNESS WHEREOF, the
parties hereto have executed this Consulting Agreement and Mutual General Release on the date first written above.


 


	 	EXECUTIVE
	 	 
	 	Louis Bélanger-Martin 



	 	 
	 	By:	
        /s/ Louis Bélanger-Martin 

	 	 
	 	COMPANY
	 	 
	 	Global Eagle Entertainment Inc.
	 	 	 
	 	By:	/s/ John La Valle
	 	 	John La Valle, Chief Executive Officer


 




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