Exhibit 10.2


 


NEW ATA HOLDINGS INC. 2006


LONG TERM INCENTIVE PLAN


 


Article I

NATURE AND PURPOSE OF PLAN


 


This 2006 Long
Term Incentive Plan is established by New ATA Holdings Inc., (the “Company”) to
promote the interests of the Company and its subsidiaries by providing certain
officers of the Company with additional incentives, through a grant of stock
options (the “Options”), to enhance the value of the Company.


 


The Plan provides
for the granting of incentive stock options (“Incentive Stock Options”) within
the meaning of Section 422(b) of the Internal Revenue Code of 1986,
as amended from time to time (the “Code”), and nonqualified stock options (“Nonqualified
Stock Options”).  Each Option agreement
(the “Agreement”) shall state whether or not the Option will be treated as an
Incentive Stock Option or Nonqualified Stock Option.


 


Article II

DEFINITIONS AND RULES OF CONSTRUCTION


 


Section 2.1.  Definitions.  As used in the Plan, the following words and
phrases, when capitalized, have the following meanings:


 


(a) “Beneficiary”
means, with respect to each Participant, the person or persons, including a
trustee, designated by the Participant to receive the Participant’s incentive benefits
under the Plan upon his death.  If no
Beneficiary has been designated, or if no designated Beneficiary survives a
Participant, the Beneficiary shall be the Participant’s estate.


 


(b) “Board” means
the Board of Directors of the Company.


 


(c) “Code” means the
Internal Revenue Code of 1986, as amended.


 


(d) “Company” means New
ATA Holdings Inc., and its wholly owned subsidiary, ATA Airlines, Inc.


 


(e) “Effective Date”
means September 12, 2006.


 


(f) “Eligible Office”
means the Chief Executive Officer, the Chief Operating Officer, or a Senior
Vice President.


 


(g) “Employee” means
an individual who is a common law employee of the Company.


 


(h) “Participant”
means an individual who holds an Eligible Office.


 


(i) “Plan” means
this instrument, as amended from time to time, and the incentive compensation
plan established by this instrument.


 

















 


(j) “Plan
Administrator” means a committee of the Board, authorized to administer the
Plan and to interpret and apply its terms.


 


(k) “Significant
Event” each of the following shall be a Significant Event:


 


1. (a) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of capital
stock of the Company entitled to vote generally in any election of directors (“Voting
Stock”) would be converted into cash, securities or other property, other than
a merger of the Company in which the holders of the outstanding Voting Stock
immediately prior to the merger have the same proportionate voting interests in
the capital stock of the surviving corporation immediately after the merger, or
(b) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, the assets of the
Company or (c) the adoption of any plan for the liquidation or dissolution
of the Company; or


 


2. during any period of
two consecutive years, individuals who at the beginning of such period
constituted the entire Board ceased for any reason to constitute a majority
thereof unless the election, or the nomination for election by the Company’s
shareholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period.


 


(l) “Tag Along Event”
means sale of the Company’s Class A Common Stock, par value $0.0001, by a
holder of Class A Common Stock of the Company which holds at least 25% of
the voting stock of the Company (a “Qualified Class A Stockholder”) in
which the purchaser of such stock acquires shares representing 50% or more of
the then outstanding Class A Common Stock of the Qualified Class A
Stockholder.


 


(m) “Term” means the
time period beginning with the Effective Date and ending on September 11,
2016.


 


Section 2.2.
Rules of Construction.  The
following rules of construction shall govern in interpreting the Plan:


 


(a) The Plan is
intended to be an incentive compensation program that is not subject to the
Employee Retirement Income Security Act of 1974, as amended.


 


(b) The Plan and all
option agreements shall be effected, interpreted, and applied in a manner consistent
with the standards for nonqualified deferred compensation plans established by
Code Section 409A and its interpretive regulations (the “Section 409A
Standards”).  To the extent that any
terms of the Plan or option agreement would subject any Participant to gross
income inclusion, interest, or additional tax pursuant to Code Section 409A,
those terms are to that extent superseded by the applicable Section 409A
Standards.


 


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(c) If any provision
of the Plan shall be held to be illegal or invalid for any reason, that
provision shall be deemed to be null and void, but the invalidation of that
provision shall not otherwise impair or affect the Plan.


 


Section 2.3.
The provisions of this Plan shall be construed and governed in all respects
under and by the internal laws of the State of Indiana.


 


Article III

INCENTIVE BENEFIT


 


Section 3.1.
Stock Subject to the Plan.  There
will be reserved for issuance upon the exercise of Options to be granted from
time to time under the Plan an aggregate of 2,000,000 shares of common stock,
par value $0.0001 (1/100 of 1 cent) per share, of the Company (the “Stock”),
which number of shares may be adjusted from time to time in accordance with the
terms set forth herein.  Some or all of
such shares of Stock may be issued upon the exercise of Incentive Stock
Options.  Shares of Stock issued pursuant
to any Option may be authorized and unissued shares of Stock or issued shares
of Stock which shall have been reacquired by the Company, in whole or in part,
as the Board shall from time to time determine. 
If any Option granted under the Plan shall expire, terminate or be
forfeited or cancelled for any reason without having been exercised in full,
the relevant Stock subject thereto shall again be available for the purposes of
the Plan.


 


Section 3.2.
Eligibility.  Options under the
Plan may be granted to any employee of the Company or any of its subsidiaries
as defined in Section 424(f) of the Code (each, a “Subsidiary”)
selected by the Committee.  Options may
be granted to employees who hold or have held Options under other plans.  An employee who has been granted an Option
may be granted additional Options.


 


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Section 3.3.
Option Prices.  Subject to the
provisions set forth in this Section 3.3 relating to Incentive Stock
Options, the purchase price of the Stock under each Option shall be determined
by the Committee, but shall not be less than 100% of the fair market value of
the Stock on the date of grant of such Option. 
Such fair market value shall be determined by the Committee and, unless
otherwise determined by the Committee, shall not be less than Market Price (as
defined below) on the date of grant of the Option.  No Incentive Stock Options shall be granted
to an employee who, at the time the Incentive Stock Options are granted, owns
(or is considered as owning within the meaning of Section 424(d) of
the Code) stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any Subsidiary (a “10% Shareholder”),
unless at the time the Incentive Stock Options are granted (a) the
purchase price of the Stock under such Incentive Stock Options is at least 110%
of the Market Price of the Stock and (b) the Incentive Stock Options by
their terms are not exercisable after the expiration of five years from the
date they are granted.  For purposes of
the Plan, “Market Price” shall mean at any date (or if no shares of Stock were
traded on such date, on the next preceding date on which Stock was traded) the (i) mean
between the high and low sales prices of a share of Stock underlying the Option
on the New York Stock Exchange (“NYSE”), or (ii) if the Stock is not
listed on the NYSE, the mean between the high and low sales prices of a share
of Stock on the principal national securities exchange on which the Stock is
listed, or (iii) if the Stock is not then listed or admitted to trading on
any national securities exchange, on the basis of the average of the high bid
and low asked quotations for shares of Stock on the day in question in the
over-the-counter market as reported by the Nasdaq Stock Market’s National
Market System, or (iv) in all other cases, the value set in good faith by
the Committee.  In no event shall the
purchase price of Stock under a Nonqualified Stock Option be less than the fair
market value of the Stock on the date of grant, as determined in a manner
consistent with Code Section 409A and its interpretive regulations.


 


Section 3.4.
Term of Options.  The term of each
Option shall be for such period as the Committee shall determine, but not more
than 10 years from the date of granting thereof (except that an Incentive Stock
Option granted to a 10% Shareholder shall not have a term of more than five
years) or such shorter period as is prescribed in Section 3.6 hereof.


 


Section 3.5.
Exercise of Options.  The
Committee shall, in its discretion, determine the installments in which an
Option granted under the Plan shall become exercisable and shall specify such
terms in the applicable Agreement.  In no
case may an option be exercised at any time for less than 50 shares (or the
remaining shares covered by the Option if less than 50).


 


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Payment shall be made in
cash or, unless otherwise provided in the applicable Agreement, in whole shares
of Stock already owned by the holder of the Option or partly in cash and partly
in such shares; provided, however, that if shares of Stock are to
be used to satisfy the exercise price such shares shall have been acquired (i) at
least six months prior to the exercise date (or such longer or shorter period
as may be required to avoid a charge to earnings for financial accounting
purposes) or (ii) in an open market purchase.  An Option may be exercised by written notice
to the Company.  Such notice shall state
that the holder of the Option elects to exercise the Option, the number of
shares in respect of which the Option is being exercised and the manner of
payment for such shares, and shall either (i) be accompanied by payment of
the full purchase price of such shares or (ii) fix a date (not more than
10 business days from the date of exercise) for the payment of the full
purchase price of such shares.  Cash
payments shall be made by wire transfer or check payable to the order of the
Company.  Stock payments (valued at
Market Price on the date of exercise) shall be made by delivery of (i) stock
certificates in negotiable form or (ii) a completed attestation form
prescribed by the Company setting forth the whole shares of stock owned by the
holder which the holder wishes to utilize to satisfy the exercise price.  If certificates representing stock are used
to pay all or part of the purchase price of an option, a separate certificate
shall be delivered by the Company representing the same number of shares as
each certificate so used, and an additional certificate shall be delivered
representing the additional shares to which the holder of the Option is
entitled as a result of the exercise of the Option.  Except as otherwise provided herein, no
Option may be exercised at any time unless the holder thereof is then a
full-time employee of the Company or a Subsidiary.  The holder of an Option shall have none of
the rights of a shareholder with respect to the shares of Stock subject to the
Option until such shares are transferred to the holder upon the exercise of the
Option.


 


The aggregate Market
Price of the Stock for which Incentive Stock Options granted to any one
employee under this Plan or any other incentive stock option plan of the
Company or of any of its Subsidiaries may by their terms first become
exercisable during any calendar year shall not exceed $100,000, determining
Market Price as of the date each respective Incentive Stock Option is
granted.  In the event such threshold is
exceeded in any calendar year, such excess Options shall be automatically
deemed to be Nonqualified Stock Options. 
To the extent that any Option granted under this Plan which is intended
to be an Incentive Stock Option fails for any reason to qualify as such at any
time, such Option shall be a Nonqualified Stock Option.


 


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Section 3.6.
Termination of Employment.  If the
holder’s employment shall terminate or the holder shall become a part-time
employee (as defined in the Company’s employment policies or practices or, in
the absence thereof, as defined by the Committee, on the date the Option is
granted) prior to the complete exercise of an Option, then such Option shall
thereafter be exercisable solely to the extent provided herein; provided,
however, that (a) no Option may be exercised after the scheduled
expiration date of such Option; (b) if the holder’s employment terminates
by reason of death, Disability (as defined in Section 422(c)(6) of
the Code) or retirement after age 60, the Option shall be accelerated in
accordance with Section 3.8 and shall remain exercisable for a period of
one year following such termination (but not later than the scheduled
expiration of such Option); (c) any termination by the Company for Cause
(as defined below) will be treated in accordance with the provisions of the
next succeeding paragraph; and (d) if the holder’s employment terminates
for any other reason, or the holder becomes a part-time employee, the Option
shall remain exercisable for a period of three months following the date of
such termination or such conversion to part-time employment (unless the
Agreement provides otherwise).  The
holder must be a full-time salaried employee of the Company or a Subsidiary on
the vesting dates set forth in the Option Agreement in order to become vested
in the shares that are scheduled to become vested on such dates.


 


Prior to the
exercise of any Option, if the holder’s employment with the Company or a
Subsidiary shall be terminated by the Company or such Subsidiary for Cause,
then all Options whether exercisable or unexercisable held by such holder shall
immediately terminate.  Cause shall have
the meaning established by the Committee or, in the absence thereof, shall mean
(y) gross negligence or willful misconduct in the performance of the
material duties and services required of a holder or (z) the conviction of
a felony or a crime involving an act of moral turpitude; provided, however,
that if such termination occurs within 12 months after a Significant Event or
Tag Along Event (as defined herein), Cause shall only have the meaning set
forth in clause (z) of the immediately preceding sentence.


 


The Committee may
determine whether any given leave of absence constitutes a termination of
employment.  Options granted under the
Plan shall not be affected by any change of position so long as the holder
continues to be a full-time employee of the Company or a Subsidiary.


 


Section 3.7.
Non-transferability of Options. 
Except as provided in this Section 3.7, no Option granted under the
Plan shall be transferable otherwise than by will or the laws of descent and
distribution.  The designation of a
Beneficiary by an Option holder shall not constitute a transfer.  With the approval of the Committee, a
Nonqualified Stock Option may be transferred by gift to any member of the
holder’s immediate family or to a trust for the benefit of one or more of such
immediate family members.  For the purposes
of this Section 3.7, “immediate family” shall mean the spouse, children
and grandchildren, parents, grandparents, former spouses, siblings, nieces,
nephews, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law,
sisters-in-law, including adoptive or step relationships and any person sharing
the employee’s household (other than as a tenant or employee).


 


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Section 3.8.
Acceleration of Vesting.  In the
event of any Significant Event (as defined in Section 2.1(k), Tag Along
Event (as defined in Section 2.1 (l), or if a holder’s employment shall
terminate by reason of termination without Cause, death, Disability or
retirement after age 60, then, notwithstanding any contrary vesting period in
any Agreement or in the Plan, and unless the applicable Agreement provides
otherwise, each outstanding Option granted under the Plan shall immediately
become exercisable in full in respect of the aggregate number of shares covered
thereby.


 


Article IV

ADMINISTRATION


 


Section 4.1.
Plan Administrator.  The Plan
Administrator shall administer the Plan and may delegate all or a portion of
its responsibility to such individuals as deemed appropriate.


 


Section 4.2.
Powers and Duties of the Plan Administrator.  Subject to the specific limitations stated in
this Plan, the Plan Administrator shall have the following powers, duties, and
responsibilities:


 


(a)  To carry out
the general administration of the Plan;


 


(b)  To cause to be
prepared all forms necessary or appropriate for the administration of the Plan;


 


(c)  To keep
appropriate books and records;


 


(d)  To determine
amounts to be distributed to each Participant and Beneficiary under the
provisions of the Plan;


 


(e)  To determine,
consistently with the provisions of this instrument, all questions of
eligibility, rights, and status of each Participant and Beneficiary under the
Plan;


 


(f)  To issue,
amend, and rescind rules relating to the administration of the Plan, to
the extent those rules are consistent with the provisions of this
instrument;


 


(g)  To exercise all
other powers and duties specifically conferred upon the Plan Administrator
elsewhere in this instrument; and


 


(h)  To interpret,
with discretionary authority, the provisions of this Plan and to resolve, with
discretionary authority, all disputed questions of Plan interpretation and
benefit eligibility.


 


The Plan
Administrator’s determinations in carrying out its powers and duties shall be
final and binding for all purposes and upon all persons, including each Participant
and his Beneficiaries.


 


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Section 4.3.
Effect of Certain Changes. 
Notwithstanding any other provisions of the Plan, unless the Agreement
provides otherwise, the Committee shall adjust the number of shares subject to
each unexercised or unvested Option and the option prices upon the occurrence
of an event described in the next paragraph. 
Upon any such event, the aggregate number of shares available under the
Plan shall also be appropriately adjusted by the Committee, whose determination
shall be conclusive.


 


In the event of changes
in the outstanding Stock by reason of any stock dividend, stock split,
recapitalization, combination, exchange of shares, merger consolidation,
liquidation, split-up, split-off, spin-off or other similar change in
capitalization, any distribution to common shareholders, including a rights
offering, other than cash dividends or any like change or in the event of any
reorganization, recapitalization, merger, consolidation, acquisition of
property or stock separation or liquidation of the Company, or any other event
similarly affecting the Company, the Committee shall have the right, but not
the obligation, to (a) appropriately adjust the number of shares of Stock
subject to outstanding Options and the related purchase prices or (b) provide
that outstanding Options shall be cancelled in respect of a cash payment or the
payment of securities or property, or any combination thereof, with a per share
value determined by the Committee in good faith.


 


Such adjustments shall be
made by the Committee, whose determination in that respect shall be final,
binding and conclusive.  Any fractional
shares resulting from such adjustment shall be eliminated.


 


Article V

AMENDMENT AND TERMINATION


 


Section 5.1.
Termination and Amendment.  Unless
the Plan shall theretofore have been terminated as hereinafter provided, the
Plan shall terminate on, and no Option shall be granted after September 11,
2016.  The Plan may be terminated,
modified or amended by the shareholders of the Company.  The Board may at any time terminate, modify
or amend the Plan in such respects as it shall deem advisable; provided,
however, that the Board may not, without approval by the holders of a
majority of the outstanding shares of voting stock of the Company present and
voting at a duly held meeting at which a quorum is present, (a) increase
the maximum number of shares of Stock as to which Options may be granted under
the Plan other than pursuant to the anti-dilution provision of Section 4.3
hereof, (b) change the class of employees eligible to receive Options or (c) adopt
such other amendment for which stockholder approval is required by law or the rules of
any exchange upon which the Stock is listed. 
No termination, modification or amendment of the Plan may, without the
consent of the employee to whom any Option shall theretofore have been granted,
adversely affect the rights of such employee under such Option.


 


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Article VI


MISCELLANEOUS


 


Section 6.1.
Written Agreement.  Each Option
shall be evidenced by an Agreement which may contain such terms as the
Committee from time to time shall approve provided that such terms are not
inconsistent with the provisions of the Plan. 
Unless the Agreement specifies otherwise, the effective date of the
granting of an Option shall be the date on which the Committee approves such
grant.  Each grantee of an Option shall
be notified promptly of such grant and a written Agreement shall be promptly
executed and delivered by the Company and the grantee, provided that such grant
of Options shall terminate if such written Agreement is not signed by such
grantee (or his attorney) and delivered to the Company within 60 days after the
effective date of such grant.


 


Section 6.2.  Anticipation of Benefits.  Neither a Participant nor his Beneficiary
shall have the power to transfer, assign, pledge, or otherwise encumber in
advance any of the incentive benefits that may become due under this Plan, and
any attempt to do so shall be void. 
Except with respect to incentive benefits already paid in cash, any incentive
benefits under this Plan shall not be subject to attachment, garnishment,
execution, or be transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise.


 


Section 6.3.
No Guarantee of Continued Employment. 
Nothing contained in this Plan or any action taken under the Plan shall
be construed as a contract of employment or as giving a Participant any right
to be retained in employment with the Company.


 


Section 6.4.
Persons Subject to the Plan.  This
Plan shall be binding upon and inure to the benefit of each Participant and his
Beneficiaries and upon the Company and its successors and assigns.


 


Section 6.5.
Tax Withholding.  In connection
with the transfer of shares of Stock as a result of exercise of an Option or
upon any other event that would subject the holder of an Option to taxation,
the Company shall have the right to require the holder to pay an amount in cash
or to retain or sell without notice, or to demand surrender of, shares of Stock
in value sufficient to cover any tax, including any Federal, state or local
income tax, required by any governmental entity to be withheld or otherwise
deducted and paid with respect to such transfer (“Withholding Tax”), and to
make payment (or to reimburse itself for payment made) to the appropriate
taxing authority of an amount in cash equal to the amount of such Withholding
Tax, remitting any balance to the employee. 
For purposes of this Section 6.5, the value of shares of Stock so
retained or surrendered shall be the Market Price on the date that the amount
of the Withholding Tax is to be determined (the “Tax Date”), and the value of
shares of Stock so sold shall be the actual net sale price per share (after
deduction of commissions) received by the Company.


 


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Notwithstanding
the foregoing, the employee shall be entitled to satisfy the obligation to pay
any Withholding Tax, in whole or in part, by providing the Company with funds
sufficient to enable the Company to pay such Withholding Tax or by requiring
the Company to retain or to accept upon delivery thereof shares of Stock
sufficient in value (determined in accordance with the last sentence of the
preceding paragraph) to cover the amount of such Withholding Tax.  Each election by an employee to have shares
retained or to deliver shares for this purpose shall be subject to the
following restrictions: (a) the election must be in writing and made on or
prior to the Tax Date; and (b) the election shall be subject to the
disapproval of the Committee.


 


New ATA Holdings
Inc. has caused this Plan to be executed by its duly authorized officer on the 4th
day of October, 2006.


 


	
   

  	
  New ATA Holdings Inc.

  
	
   

  
	
   

  
	
   

  	
  By:

  	
  /s/ JOHN G. DEVISON

  	
   

  



 


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