Exhibit 10.23


 


WHEELS UP PARTNERS HOLDINGS LLC

EQUITY INCENTIVE PLAN V


 


1.            Purpose


 


The purpose of the Wheels
Up Partners Holdings LLC (the "Company") Equity Incentive Plan V (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 the 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 hereinafter
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 4,769,000 Common Interests of the Company 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


 


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 Fourth 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 and the number of Interests subject to awards 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. For purposes of any applicable state securities law requirements, to
the extent that any awards under this Plan are granted in reliance upon an exemption from the registration requirements of the
Securities Act of 1933 other than Rule 701 promulgated pursuant thereto, this Plan shall be considered to be comprised of
two distinct plans, one applicable for awards granted in reliance upon the exemption set forth in such Rule 701 and one applicable
for all other awards and each of which shall have identical terms; provided, that the maximum number of Interests that may be awarded
under the two plans on a combined basis shall not exceed the number set forth in Section 2 above.


 


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 law, 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 or Service


 


Neither this Plan nor
the grant of an award nor the ownership of Interests acquired under this Plan will confer on any person or entity any right with
respect to continuation of employment or service 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 Common Interests in the Company that have been designated as Profits Interests in the Company (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.         Headings


 


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


 


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