EXHIBIT 10.1


 


SUN COUNTRY AIRLINES HOLDINGS, INC. 


2021 Omnibus
Incentive Plan


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS RESTRICTED STOCK UNIT
AWARD AGREEMENT (this “Agreement”), is entered into as of [ ] (the “Date of Grant”), by and between
Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and [________] (the “Participant”).
Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Sun Country
Airlines Holdings, Inc. 2021 Omnibus Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its
terms (the “Plan”).


WHEREAS, the Company has
adopted the Plan, pursuant to which restricted stock units (“RSUs”) may be granted; and


WHEREAS, the Committee has
determined that it is in the best interests of the Company and its stockholders to grant the RSUs provided for herein to the Participant
on the terms and subject to the conditions set forth herein.


NOW, THEREFORE, for and
in consideration of the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:


 1.           Grant of Restricted Stock Units.


 




(a)          
Grant. The Company hereby grants to the Participant a total number of [_____] RSUs, on the terms and subject to the conditions
set forth in this Agreement and as otherwise provided in the Plan. The RSUs shall vest in accordance with Section 2. The RSUs shall be
credited to a separate book-entry account maintained for the Participant on the books of the Company.


(b)          
Incorporation by Reference. The provisions of the Plan are incorporated herein by reference. Except as otherwise expressly
set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any interpretations, amendments,
rules and regulations promulgated by the Committee from time to time pursuant to the Plan. The Committee shall have final authority to
interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding
and conclusive upon the Participant and the Participant’s beneficiary in respect of any questions arising under the Plan or this
Agreement. The Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the
Plan and agrees to be bound by all the terms and provisions of the Plan.


2.            Vesting;
Settlement.


(a)          
Except as may otherwise be provided herein, the RSUs shall vest [ ] (each such date, a “Vesting Date”), with
the first Vesting Date being [ ] such that on [ ] the RSUs will be fully vested, subject to the Participant’s continued employment
with, or engagement to provide services to, the Company or any of its Affiliates through the applicable Vesting Date.


(b)          
Except as otherwise provided herein, vested RSUs shall be settled within 15 days following the applicable Vesting Date in an equivalent
number of shares of Common Stock.


3.            Dividend
Equivalents. In the event of any issuance of a cash dividend on the shares of Common Stock (a “Dividend”), the
Participant shall be credited, as of the payment date for such Dividend, with an amount (a “Dividend Equivalent”)
equal to the product of (i) the number of RSUs granted pursuant to this




     


     


    

Agreement and outstanding as of the record
date for such Dividend multiplied by (ii) the amount of the Dividend per share. The aggregate amount of the Dividend Equivalents
(the “Distributable Amount”) shall be distributed to the Participant in connection with the settlement of the RSUs
either in cash or, at the discretion of the Committee, in a number of shares of Common Stock with a Fair Market Value (as determined on
the Vesting Date) equal to the Distributable Amount. To the extent any RSUs are forfeited prior to vesting, the corresponding Dividend
Equivalents in respect thereof shall be forfeited immediately thereupon.


4.            Termination of Employment or Services.


(a)          
If the Participant’s employment with, or engagement to provide services to, the Company or any of its Affiliates is terminated
by the Company or its Affiliates for Cause, all vested and unvested RSUs shall be canceled immediately and the Participant shall not be
entitled to receive any payments with respect thereto.


(b)          
If the Participant’s employment with, or engagement to provide services to the Company or any of its Affiliates, terminates
for any reason other than for Cause, all unvested RSUs shall be canceled immediately and the Participant shall not be entitled to receive
any payments with respect thereto, and vested RSUs shall be settled in accordance with the terms of Section 2(b).


5.            Rights
as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock underlying the
RSUs unless, until and to the extent that (i) the Company shall have issued and delivered to the Participant the shares of Common
Stock underlying the RSUs and (ii) the Participant’s name shall have been entered as a stockholder of record with respect
to such shares of Common Stock on the books of the Company. The Company shall cause the actions described in clauses (i) and (ii) of
the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance with applicable
laws.


6.            Compliance
with Legal Requirements.


(a)          
Generally. The granting and settlement of the RSUs, and any other obligations of the Company under this Agreement, shall
be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations
and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps that the Committee
or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and
non-U.S. securities law in exercising the Participant’s rights under this Agreement. Without limiting the generality of the foregoing,
the Committee, in its sole discretion, may postpone the issuance or delivery of shares of Common Stock as the Committee may consider appropriate
and may require the Participant to make such representations and furnish such information as it may consider appropriate in connection
with the issuance or delivery of shares of Common Stock in compliance with applicable laws, rules and regulations.


(b)          
Tax Withholding. Vesting and settlement of the RSUs shall be subject to the Participant’s satisfying any applicable
U.S. federal, state and local tax withholding obligations and non-U.S. tax withholding obligations. The Company shall have the right and
is hereby authorized to withhold from any amounts payable to the Participant in connection with the RSUs or otherwise the amount of any
required withholding taxes in respect of the RSUs, their settlement or any payment or transfer of the RSUs or under the Plan and to take
any such other action as the Committee or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes
(up to the maximum permissible withholding amounts). The Participant may elect to satisfy, in whole or in part, the tax obligations by
having the Company withhold shares of Common Stock that would otherwise be




    	 	2	 



     


    

deliverable to the Participant upon settlement
of the RSUs with a Fair Market Value equal to such withholding liability or by, if there is a public market for the shares of Common Stock
at such time and subject to any Company insider trading policy (including blackout periods), a broker-assisted
cashless settlement mechanism via  delivery by the Participant to the Company of an irrevocable and unconditional undertaking by
a broker acceptable to the Company to sell shares of Common Stock otherwise deliverable upon the settlement of the RSU and to deliver
promptly to the Company sufficient funds to satisfy the tax obligations.


7.            Clawback.
Notwithstanding anything to the contrary contained herein, the Committee may cancel the RSU award if the Participant, without the
consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interests of the Company or
any Affiliate while employed by, serving as a director of, or otherwise providing services to the Company or any Subsidiary, including
fraud or conduct contributing to any financial restatements or irregularities, or any violation of any of the covenants set forth on
Exhibit A attached hereto or any other non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement
with the Company or any Subsidiary (after giving effect to any applicable cure period set forth therein), as determined by the Committee.
In such event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of
the RSUs, the sale or other transfer of the RSUs, or the sale of shares of Common Stock acquired in respect of the RSUs (provided that
the RSUs vested during the 12-month period immediately prior to the Participant’s adverse activity), and must promptly repay such
amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms
of the RSUs for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative
error), all as determined by the Committee, then the Participant shall promptly repay any such excess amount to the Company. To the extent
required by applicable law or the rules and regulations of any securities exchange or inter-dealer quotation system on which the Common
Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the RSUs shall be subject (including
on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference
into this Agreement).


8.            Restrictive
Covenants.


(a)          
Without limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to
which the Participant may be a party, the Participant shall be subject to the confidentiality and restrictive covenants set forth on Exhibit A
attached hereto, which Exhibit A is incorporated herein and forms part of this Agreement.


(b)          
In the event that the Participant violates any of the restrictive covenants referred to in this Section 8, in addition to
any other remedy that may be available at law or in equity, the RSUs shall be automatically forfeited effective as of the date on which
such violation first occurs. The foregoing rights and remedies are in addition to any other rights and remedies that may be available
to the Company and shall not prevent (and the Participant shall not assert that they shall prevent) the Company from bringing one or more
actions in any applicable jurisdiction to recover damages as a result of the Participant’s breach of such restrictive covenants.


9.            Miscellaneous.


 




(a)          
Transferability. The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
(a “Transfer”) by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified
domestic relations order or as otherwise permitted under Section 14(b) of the Plan. Any attempted Transfer of the RSUs contrary to
the provisions hereof, and the




    	 	3	 



     


    

levy of any execution, attachment or similar
process upon the RSUs, shall be null and void and without effect.


(b)          
Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any
right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent
occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held
to constitute a waiver of any other breach or a waiver of the continuation of the same breach.


(c)          
Section 409A. The RSUs are intended to be exempt from, or compliant with, Section 409A of the Code. Notwithstanding
the foregoing or any provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A
of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Committee
may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being
subject to, Section 409A of the Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the
Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the
applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A of the
Code. This Section 9(c) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not
guarantee that the RSUs will not be subject to interest and penalties under Section 409A.


(d)          
General Assets. All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue
for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant
only a general, unsecured creditor of the Company.


(e)          
Notices. Any notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given
if either hand delivered or if sent by fax, pdf/email or overnight courier, or by postage-paid first-class mail. Notices sent by mail
shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed,
if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, to the attention
of the General Counsel at the Company’s principal executive office.


(f)           
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.


(g)          
No Rights to Employment, Directorship or Service. Nothing contained in this Agreement shall be construed as giving the Participant
any right to be retained, in any position, as an employee, consultant or director of the Company or any of its Affiliates or shall interfere
with or restrict in any way the rights of the Company or any of its Affiliates, which are hereby expressly reserved, to remove, terminate
or discharge the Participant at any time for any reason whatsoever.


(h)          
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to this Agreement, and the
Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares
of Common Stock, or whether such fractional shares of Common Stock or any rights thereto shall be canceled, terminated or otherwise eliminated.




    	 	4	 



     


    

(i)           
 Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be
prescribed by the Committee and may, from time to time, amend or revoke such designation.


(j)           
Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors
and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.


(k)          
Entire Agreement. This Agreement (including Exhibit A attached hereto) and the Plan contain the entire agreement
and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations
and negotiations in respect thereto, other than any other non-competition, non-solicitation, non-disparagement or non-disclosure or other
similar agreement to which the Participant may be a party, the covenants of which shall continue to apply to the Participant in addition
to the covenants in Exhibit A hereto, in accordance with the terms of such agreement. No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted
without consent under Section 11 or 13 of the Plan.


(l)           
Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause
the application of the laws of any jurisdiction other than the State of Delaware.


(i)           
Dispute Resolution; Consent to Jurisdiction. All disputes between or among any Persons arising out of or in any way connected
with the Plan, this Agreement or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination
of which shall be final. Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the
Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in
Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s
determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee.
Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or
proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person,
such service to become effective 10 days after such mailing.


(ii)          
Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may
have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions
contemplated (whether based on contract, tort or any other theory). Each party hereto (A) certifies that no representative, agent
or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver and (B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement
by, among other things, the mutual waivers and certifications in this section.


(m)             
Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this Agreement.


(n)          
Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan
(pdf)), each of which shall be deemed to be an original, but all of which




    	 	5	 



     


    

together shall constitute one and the same
instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other
parties.


(o)          
Electronic Signature and Delivery. This Agreement may be accepted by return signature or by electronic confirmation. By
accepting this Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required
to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any time
upon three business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other information will
be delivered in hard copy to the Participant).


(p)          
Electronic Participation in Plan. The Company may, in its sole discretion, decide to deliver any documents related to current
or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.


[Remainder of page intentionally blank]


 


 


 


 




    	 	6	 



     


    

IN WITNESS WHEREOF, this Restricted Stock Unit Award
Agreement has been executed by the Company and the Participant as of the day first written above.


 





	 	SUN COUNTRY AIRLINES HOLDINGS, INC.	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	PARTICIPANT	 
	 	 	 	 	 
	 	 	 
	 	[Insert Name]	 



 


 


 


 


[Signature Page to Restricted Stock Unit Award Agreement]



     


     


    

 


Exhibit A


 


Restrictive Covenants


 


By accepting the grant of
the RSUs hereunder, in addition to any other representations, warranties, and covenants set forth this Agreement, the Participant agrees
to be subject to and comply with the following covenants.


	1.	Non-Disparagement. During the term of the Participant’s employment or service with the Company
or any of its Affiliates and thereafter in perpetuity, the Participant shall not, directly or indirectly, knowingly disparage, criticize,
or otherwise make derogatory statements regarding the Company or any of its Affiliates, successors, directors or officers. The foregoing
shall not be violated by the Participant’s truthful responses to legal process or inquiry by a governmental authority.
	 	 
	2.	Non-Disclosure of Confidential Information; Return of Property. During the term of the Participant’s
employment or service with the Company or any of its Affiliates and thereafter in perpetuity, the Participant shall maintain in confidence
and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for the Participant’s benefit or
the benefit of any Person, any confidential or proprietary information or trade secrets of or relating to the Company or any of its Affiliates,
including, without limitation, information with respect to the Company’s or any of its Affiliates’ operations, processes,
products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods,
costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, or deliver to
any Person any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary
information or trade secrets; provided, that the Participant’s good faith performance of his or her duties and responsibilities
for the Company and its Affiliates during employment or service shall not be deemed a breach of this Exhibit A. Upon the Participant’s
termination of employment or service for any reason, the Participant shall promptly deliver to the Company all correspondence, drawings,
manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s
or any of its Affiliates’ customers, business plans, marketing strategies, products or processes. The Participant may respond to
a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in
advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and,
if requested by the Company, shall reasonably assist such counsel in resisting or otherwise responding to such process.
	 	 
	3.	Non-Competition. To the fullest extent permitted by applicable law, the Participant agrees that
during the Participant’s employment or other service relationship with the Company or any of its Affiliates, and for the Restricted
Period (as defined below) following the Participant’s termination of employment or service for any reason, the Participant will
not, directly or indirectly, on the Participant’s own behalf or on behalf of another engage in, have any equity interest in, or
manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative,
partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any
business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing,
the Participant shall be permitted to acquire a passive stock or equity interest in





     


     


    




	 	such a business, provided that the stock or other equity interest acquired
is not more than five percent (5%) of the outstanding interest in such business. For purposes of this Exhibit A, the term “Restricted
Period” shall mean the following: [12 months]1.
	 	 
	4.	Non-Solicitation. To the fullest extent permitted by applicable law, the Participant agrees that
during the Participant’s employment or other service relationship with the Company or any of its Affiliates, and for the one (1)
year period following the Participant’s termination of employment or service for any reason, the Participant will not, directly
or indirectly, on Participant’s own behalf or on behalf of another (i) solicit, induce or attempt to solicit or induce any officer,
director or employee of the Company or any of its Affiliates to terminate their relationship with or leave the employ of the Company or
any of its Affiliates, or in any way interfere with the relationship between Company or any of its Affiliates, on the one hand, and any
officer, director or employee thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether
as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of the Company or any of its
Affiliates until six (6) months after such individual’s relationship (whether as an officer, director or employee) with the Company
or any of its Affiliates has ended, or (iii) induce or attempt to induce any customer, supplier, prospect, licensee or other business
relation of the Company or any of its Affiliates to cease doing business with the Company or any of its Affiliates, or in any way interfere
with the relationship between any such customer, supplier, prospect, licensee or business relation, on the one hand, and the Company or
any of its Affiliates, on the other hand.
	 	 
	5.	The Participant acknowledges and agrees that irreparable injury will result to the Company, and to its
business, in the event of a breach by the Participant of any of the Participant’s covenants and commitments under this Agreement,
including the covenants of confidentiality, non-competition and non-solicitation. The Company reserves all rights to seek any and all
remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages.
The Participant acknowledges and agrees the non-competition and non-solicitation provisions contained in this Agreement are expressly
intended to benefit the Company (which includes all parents, subsidiaries and/or affiliated entities as third party beneficiaries) and
its successors and assigns; and the Participant expressly authorizes the Company (including all third party beneficiaries) and its successors
and assigns to enforce these provisions. In the event of any breach or violation by the Participant of any of the restrictive covenants
in this Exhibit A, the time period of such covenant with respect to the Participant shall, to the fullest extent permitted by law,
be tolled until such breach or violation is resolved.
	 	 
	6.	The covenants in this Exhibit A are severable and separate, and the unenforceability of any specific
covenant shall not affect the provisions of any other covenant. If any provision of this Exhibit A relating to the time period,
scope, or geographic area of the restrictive covenants shall be declared by a court of competent jurisdiction or arbitrator to exceed
the maximum time period, scope, or geographic area, as applicable, that such court or arbitrator






 



1 NTD:
For Participants with the title Director or Sr. Director this alternative is applicable: “six (6) months, provided that if the
Participant is involuntarily terminated without “Cause”, such time period as determined by the Company which may be zero
(0) and up to a maximum of twelve (12) months, provided, that, the Company or an Affiliate continues to pay the Participant his or her
base salary during the Restricted Period elected by the Company.”


 




     


     


    




	 	deems reasonable and enforceable, then
this Agreement shall automatically be considered to have been amended and revised to reflect such determination.
	 	 
	7.	All of the covenants in this Exhibit A shall be construed as an agreement independent of any other
provisions in Exhibit A, and the existence of any claim or cause of action the Participant may have against the Company (which
includes all parents, subsidiaries and/or affiliated entities as third party beneficiaries), whether predicated on this Exhibit A
or otherwise, shall not constitute a defense to the enforcement by the Company (which includes all parents, subsidiaries and/or affiliated
entities as third party beneficiaries) of such covenants.
	 	 
	8.	The Participant has carefully read and considered the provisions of this Exhibit A and, having
done so, agrees that the restrictive covenants in this Exhibit A impose a fair and reasonable restraint on the Participant and
are reasonably required to protect the interests of the Company (which includes all parents, subsidiaries and/or affiliated entities as
third party beneficiaries) and their respective officers, directors, employees, and equityholders.



 


*     *     *