Exhibit 10.19


 


WHEELS UP PARTNERS HOLDINGS LLC

EQUITY INCENTIVE PLAN


 


I.           Purpose


 


The purpose of the Wheels
Up Partners Holdings (the "Company") LLC Equity Incentive Plan (this "Plan") is to (a) provide
incentives to those members of management of the Company and its subsidiaries whose performance will contribute to the long-term
success and growth of Company and its subsidiaries; (b) improve the ability of the Company and its subsidiaries to attract
and retain employees and consultants of high competence; and (c) help build loyalty to the Company and its subsidiaries through
recognition and the opportunity for equity ownership and/or awards the value of which is derived indirectly from the value of
the Company.


 


2.          Awards


 


Participants (as defined)
will receive membership interests in the form of "profits interests" in Wheels Up MIP LLC ( "MIP LLC"),
a single purpose entity formed for the purpose of administering and effectuating this Plan, or membership interests or other equity
or equity based awards in the Company, including without limitation. "profits interests," restricted interests, options
or phantom equity (collectively, the "Interests.") The aggregate equity awards issued or issuable under this Plan shall
not exceed 5% of the Class A Common Interests and Class B Common Interests of the Company outstanding as of the date
hereof and, for purpose of determining such limitation (i) any profits interests awarded in MIP LLC shall be treated as an
equity award in the Company and (ii) any Interests which are forfeited, terminated, repurchased, expire unexercised or cancelled
by agreement of the Company and the Participant shall immediately become available for new and/or future awards of Interests.
The definitive terms of any awards under this Plan shall be set forth in an award agreement to be executed among the Company,
MIP LLC (in the event of an award of an equity interest in MIP LLC) and a Participant (as hereinafter defined).


 


3.          Eligibility
for Participation


 


Key employees, directors
and consultants of the Company or any subsidiary of the Company, designated by the board of directors of the Company (the "Board
of Directors") shall be eligible to participate in this Plan (the "Participants").


 


4.          Plan
Administration


 


This Plan shall be administered
by the Board of Directors, which may delegate any authority granted to it under this Plan to any committee of the Board of Directors
(the "Committee"), subject to the terms and conditions set forth in the Company's Second Amended and Restated
Limited Liability Company Agreement (as the same may be amended from time to time, the "Company LLC Agreement"). Any
references herein to the "Board of Directors" shall be deemed to refer to either the Board of Directors or the
Committee if the Board of Directors has delegated administrative authority to the Committee.


 






     


     


    

 


The Board of Directors
shall have the authority, subject to the terms and conditions of the Company LLC Agreement, to determine: (a) the Participants
to whom awards shall be made under this Plan and the nature of a particular award; (b) the price and number of Interests subject
to awards that shall be sold or awarded to a Participant selected, if applicable; (c) the aggregate number of Interests to
be sold or awarded under this Plan; (d) any restrictions to be placed on the awards; and (e) any other matters arising
under this Plan. The Board of Directors may delegate the authority to designate Participants to any officer of the Company, or
any other subsidiary of the Company whose employees participate in the Plan. The Board of Directors shall have full power and authority
to administer and interpret this Plan and to adopt or amend such rules, regulations, agreements, and instruments for implementing
this Plan and for conduct of its affairs as it deems necessary or advisable. The Board of Directors' interpretations of the Plan
and all determinations made by the Board of Directors pursuant to the powers vested in it under this Plan shall be final, conclusive
and binding on all persons having any interest in this Plan.


 


Each Participant who
receives an award under this Plan may be required to enter into a capital contribution agreement, an award agreement or similar
agreement in such form(s) as may be approved from time to time by the Board of Directors.


 


5.          Term


 


This Plan shall continue
in effect hereafter until terminated or suspended by the Board of Directors, but in any event shall terminate on the 10th
anniversary of the date it is adopted by the Board of Directors.


 


6.          LLC
Agreements


 


Each Participant who
purchases or who is awarded a membership interest or other equity interest in MIP LLC shall be required to become a party to the
Limited Liability Company Agreement of MIP LLC and each Participant who purchases or who is awarded a membership interest or other
equity interest in the Company shall be requested to become a party to the Company LLC Agreement.


 


7.          Amendment
and Termination


 


The Board of Directors
may at any time and from time to time terminate, suspend or amend this Plan in any respect; provided, however, that no
such action shall affect or in any way materially impair the rights of a Participant under an outstanding award without the consent
of such Participant.


 


8.          Requirements
for Issuance of Interests


 


No Interests shall be
issued or transferred under this Plan unless and until all legal requirements applicable to the issuance or transfer of such Interests
have been complied with to the satisfaction of the Board of Directors. The Board of Directors shall have the right to condition
any award or the issuance of Interests made to any Participant under this Plan on such Participant's undertaking in writing to
comply with such restrictions on his or her subsequent disposition of Interests as the Board of Directors shall deem necessary
or advisable as a result of any applicable law, regulation or official
interpretation thereof, or any securities exchange or other market on which the Interests are quoted, and any certificates representing
such Interests may be legended to reflect any such restrictions.


 






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9.          Restrictions


 


Any award under this Plan may be subject to
such restrictions as the Board of Directors shall provide, including, but not limited to, restrictions concerning voting rights,
transferability, and repurchase and/or forfeiture upon termination of employment. Any such restrictions shall be set forth in an
individual agreement with each Participant.


 


10.        Payment
of Taxes; Withholding


 


A Participant must pay
or make arrangements satisfactory to the Board of Directors regarding the payment of federal, state, local or foreign taxes of
any kind required to be withheld no later than the date as to which any amounts must be withheld. In addition, the Company, MIP
LLC, and any direct or indirect subsidiary shall, to the extent permitted by Iaw, have the right to deduct any such taxes from
any payment of any kind otherwise due and payable to such Participant.


 


11.        No
Rights to Continued Employment


 


Neither this Plan nor
the grant of an award nor the ownership of Interests acquired under this Plan will confer on any person any right with respect
to continuation of employment by the Company or any of its subsidiaries.


 


12.        MIP
LLC Profits Interest


 


As noted in Section 2
above, Interests under the Plan may include membership interests in MIP LLC which provide the Participant with the right to
participate in distributions to the extent such distributions are attributable to income and growth of the value of MIP LLC, and
indirectly attributable to income and growth of the value of the Company, after the date of issuance ("MIP LLC Profits
Interests"). The threshold Company value, above which the Participant shall have the right to participate (the "Participation
Threshold") shall be equal to the fair market value of the Company, as of the date of issuance of the MIP LLC Profits
Interests, as determined by the Board of Directors. If MIP LLC Profits Interests are awarded, the Company will, concurrently with
such issuance, issue Class B Common Interests in the Company that have been designated as profits interests (and therefore
only represent the right to participate in distributions attributable to income and growth of the Company over the Participation
Threshold for such MIP LLC Profits Interest ("Related Company Profits Interests")) to MIP LLC.


 






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It is the intention
and understanding of the Company and MIP LLC that the MIP LLC Profits Interests shall constitute "profits
interests" in MIP LLC within the meaning of IRS Revenue Procedure 93-27, 1993-2 C.B. 343, and IRS Revenue Procedure
2001-43, 2001-2 C.B. 191 and, notwithstanding anything to the contrary in the Limited Liability Company Agreement of MIP LLC,
would not give a Participant holding the MIP LLC Profits Interests a share of the proceeds of MIP LLC if all of its assets
were sold at fair value immediately after such Participant received the MIP LLC Profits Interests and the proceeds were
distributed in a complete liquidation of MIP LLC. By virtue of the ownership of the MIP LLC Profits Interests, such
Participant shall have no right or obligation to make any capital contributions to MIP LLC at anytime and shall have no right
to any capital contributions to MIP LLC or any distributions attributable to such capital contributions. Unless there is a
determination by the IRS holding otherwise, the Company and MIP LLC shall not claim any compensation deduction for Federal
income tax purposes by reason of the issuance or vesting of a MIP LLC Profits Interest.


 








13.        Governing
Law


 


This Plan shall be governed by the laws
of the State of Delaware.


14.        Heading


 


Section headings
are for reference only and shall not affect the interpretation of this Plan.


 


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