UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-K/A


Amendment No. 1





xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2015.ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to _____________.


Commission File Number 000-49697


REPUBLIC AIRWAYS HOLDINGS INC.





(Exact name of registrant as specified in its charter)


DELAWARE(State or other jurisdiction of incorporation or organization)06-1449146(I.R.S. Employer Identification No.)8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268(Address of principal executive offices) (Zip Code)(317) 484-6000(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to section 12(g) of the Act:





Common Stock, par value $0.001 per share





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.  YES o NO x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES o NO x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x NO o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller Reporting Company o





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES o NO x





The aggregate market value of Common Stock held by non-affiliates (based upon the closing price of the Common Stock on the NASDAQ Global Market) on June 30, 2015 was approximately $467,234,754.





As of March 11, 2016, 50,948,385 shares of Common Stock were outstanding.





Documents Incorporated by Reference


None








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TABLE OF CONTENTS





PageExplanatory Note3PART IIIItem 10.Directors, Executive Officers and Corporate Governance4Item 11.Executive Compensation9Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters32Item 13.Certain Relationships and Related Transactions and Director Independence35Item 14.Principal Accounting Fees and Services36PART IVItem 15.Exhibits, Financial Statement Schedules37SIGNATURES








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EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Republic Airways Holdings Inc. (“we”, “us”, “our”, or the “Company”) for the fiscal year ended December 31, 2015, which the Company originally filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016 (the “Original Filing”), for the purpose of providing the information required by Items 10 through 14 of Part III of Form 10-K.  This information was omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the above-referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year ended December 31, 2015.  Because we will not file a definitive proxy statement within 120 days of the end of our fiscal year, we are filing this Amendment to include the Part III information.





Accordingly, the reference to the incorporation by reference to portions of our definitive proxy statement on the cover page of the Original Filing has been deleted by this Amendment.  In accordance with SEC rules, Items 10 through 14 of Part III of the Original Filing are hereby amended and restated in their entirety.  In addition, the Exhibit Index in Item 15 of Part IV of the Original Filing is hereby amended and restated in its entirety and currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment.  Because no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Item 15 of Part IV has also been amended to reflect the filing of these currently dated certifications and to update the exhibit list.





Except as described above, this Amendment does not amend, modify or otherwise update any other information set forth in the Original Filing.  Additionally, except as reflected herein, this Amendment speaks as of the filing date of the Original Filing and does not update or discuss any other Company developments subsequent to the date of the Original Filing.  Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the filing of the Original Filing.








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PART III








ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Board of Directors





The Company’s current Board of Directors (the “Board of Directors” or “Board”) consists of seven members.  Each of the Company’s directors is elected annually for a one-year term and until his or her successor is duly elected and qualified or until his or her death, resignation or removal, if earlier, as provided in our bylaws. The table below sets forth certain information with respect to the members of the Board of Directors, including their respective ages, the year in which each first became a director of the Company, their principal occupations or employment during the past five years, their director positions held currently or at any time in the past five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.  The specific experience, qualifications, attributes or skills that led to the conclusion that each director should serve as a director of the Company, in light of the Company's business and structure, are also described below.  No family relationship exists among any of the directors.


DirectorAgeYearFirstBecameDirectorPrincipal Occupation During the Past Five YearsBryan K. Bedford541999Bryan K. Bedford joined the Company in July 1999 as our President and Chief Executive Officer and a member of our Board of Directors and became chairman of the Board in August 2001. From July 1995 through July 1999, Mr. Bedford was the president and chief executive officer and a director of Mesaba Holdings, Inc., a publicly-owned regional airline. He has over 28 years of experience in the regional airline industry, and was named regional airline executive of the year in 1998 by Commuter and Regional Airline News, again in 2005 by Regional Airline World magazine and again in 2009 by Airline Business magazine.  Mr. Bedford is a licensed pilot and a Certified Public Accountant. He also served as the 1998 Chairman of the Regional Airline Association ("RAA") and remains on the board of directors of the RAA.  Mr. Bedford's career in the airline industry brings significant operational and financial leadership to the Board.Neal S. Cohen542009Neal S. Cohen has been a Director since October 2009. He was Executive Vice President and Chief Financial Officer for Alliant Techsystems Inc. until February 10, 2015.  Prior to that, Mr. Cohen was President and Chief Operating Officer at Laureate Education Inc. Previously, Mr. Cohen was Executive Vice President for international strategy and Chief Executive Officer for regional airlines at Northwest Airlines Inc. In addition, Mr. Cohen had served as Executive Vice President and Chief Financial Officer at Northwest Airlines Inc. Prior to his tenure with Northwest Airlines Inc., Mr. Cohen was Executive Vice President and Chief Financial Officer for US Airways Inc. Mr. Cohen has served as Chief Financial Officer for various service and financial organizations as well as Sylvan Learning Systems, Inc., the predecessor company of Laureate Education, Inc.  Mr. Cohen is currently the Lead Independent Director for our Board of Directors.  Mr. Cohen brings significant business management, financial, and operational experience to the Board.Lawrence J. Cohen602002Lawrence J. Cohen has been a Director since June 2002. He is the owner and Chairman of Pembroke Companies, Inc., an investment and management firm that he founded in 1991. The firm makes investments in and provides strategic management services to real estate and specialty finance related companies. From 1989 to 1991, Mr. Cohen worked at Bear Stearns & Co. where he attained the position of Managing Director. From 1983 to 1989, Mr. Cohen served as first Vice President in the Real Estate Group of Integrated Resources, Inc. From 1980 to 1983, Mr. Cohen was an associate at the law firm of Proskauer Rose Goetz & Mendelsohn. Mr. Cohen is a member of the bar in  both New York and Florida.  Mr. Cohen brings significant business management and financial experience to the Board.





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Robert L. Colin602014Robert L. Colin has been a Director since February 2014.   Mr. Colin, has more than 30 years of experience and leadership in the areas of accounting, auditing and financial reporting.  Most recently, Mr. Colin was Chief Financial Officer, BrightPoint Americas from May 2012 until April 2013 and he served as Senior Vice President, Chief Accounting Officer and Controller of BrightPoint, Inc. from August 2011 until May 2012. Before joining BrightPoint, Mr. Colin served as a partner for Deloitte & Touche LLP, Assurance from 1994 to 2011. Mr. Colin is licensed as a Certified Public Accountant.  Mr. Colin brings significant business management and financial expertise to the Board.Daniel P. Garton532014Daniel P. Garton has been a Director since January 2014.  Mr. Garton,  previously served as the President and Chief Executive Officer of American Eagle Airlines.  Mr. Garton was named President and Chief Executive Officer of AMR Eagle Holding Corporation, a wholly-owned subsidiary of AMR (AMR Eagle), in June 2010.  Mr. Garton served as Executive Vice President-Marketing of American from September 2002 to June 2010.  He served as Executive Vice President-Customer Services of American from January 2000 to September 2002 and Senior Vice President-Customer Services of American from 1998 to January 2000.  Prior to that, he served as president of AMR Eagle from 1995 to 1998.  Except for two years as Senior Vice President and Chief Financial Officer of Continental Airlines between 1993 and 1995, he had served in various management positions at AMR since 1984.  Mr. Garton is a trustee of Liberty Property Trust.  Mr. Garton's career in the airline industry brings significant operational and financial leadership to the Board.Douglas J. Lambert582001Douglas J. Lambert has been a Director since August 2001. He is presently a managing director and Co-CEO of the Financial Industry Advisory Services practice group of Alvarez and Marsal, LLC. From 1994 to 2003, Mr. Lambert was a Senior Vice President of Wexford Capital LLC. From 1983 to 1994, Mr. Lambert held various financial positions with Integrated Resources, Inc.'s Equipment Leasing Group, including Treasurer and Chief Financial Officer. He is a Certified Public Accountant. Mr. Lambert was also a board member of the general partner of  Rhino Resources Partners, LP. through March 15, 2016. Mr. Lambert brings significant financial experience to the Board.Mark L. Plaumann602002Mark L. Plaumann has been a Director since June 2002. He is presently a Managing-Member of Greyhawke Capital Advisors LLC, which he co-founded in 1998. From 1995 to 1998, Mr. Plaumann was a Senior Vice President of Wexford Capital LLC. From 1990 to 1995, Mr. Plaumann was employed by Alvarez & Marsal, Inc. as a Managing Director. From 1985 to 1990, Mr. Plaumann worked for American Healthcare Management, Inc., where he attained the position of President. From 1974 to 1985, Mr. Plaumann worked in both the audit and consulting divisions of Ernst & Young, where he attained the position of Senior Manager and he is a Certified Public Accountant. Mr. Plaumann is also a board member of Diamondback Energy, Inc. From September 2010 to March 2016, Mr. Plaumann served on the board of the general partner of Rhino Resources Partners, LP.  From 2006 to 2010, Mr. Plaumann served on the board of ICx Technologies, Inc.  During the past five years Mr. Plaumann has served as Chairman of the board of a private corporation and managed numerous limited liability companies.  Mr. Plaumann is the Manager of Whisper Manager LLC, which is the Manager of Whisper Capital LLC.  Whisper Capital LLC was previously the sole owner of EVWEST LLC.  EVWEST LLC owned real property in Denver, Colorado and had a receiver appointed in 2011. Mr. Plaumann brings significant business management and financial expertise to the Board.








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Named Executive Officers





The table below sets forth a brief discussion of the business experience of the Company's executive officers for 2015 who do not also serve on the Board of Directors:





NameAgeTitleJoseph P. Allman45Senior Vice President and Chief Financial OfficerJoe Allman joined Republic Airways in July of 2007 as Director of Finance. In June of 2009, he was promoted to the position of Vice President and Controller.  Before joining the Company, Mr. Allman, who is a certified public accountant, gained extensive experience applying his finance, accounting and audit expertise to the airline and utilities sectors at managing positions with London Witte Group LLC and Deloitte and Touche LLP.  Mr. Allman is a graduate of the U.S. Coast Guard Academy, where he earned a B.S. in Management and subsequently achieved the rank of Lieutenant.Paul K. Kinstedt54Senior Vice President of Operations and Acting Chief Operating OfficerPaul Kinstedt joined Chautauqua Airlines, one of Republic Airways Holdings’ subsidiaries, in January 2002 as Director of Systems Operations Control. He was promoted to Vice President of System Operations Control for the Company’s three wholly owned subsidiaries in September 2006 and served in that capacity until January 2013, when he was named Vice President of Flight Operations. Before joining Chautauqua, Mr. Kinstedt was Vice President of Customer Service and Director of Flight Control for Midway Airlines.  Mr. Kinstedt received his Bachelor of Science degree in Aviation Science from Parks College of Saint Louis University in St. Louis Missouri and his Masters of Business Administration from Illinois Benedictine College. He holds an aircraft dispatcher and commercial, multi-engine and instrument pilot rating.Lars-Erik Arnell55Senior Vice President and Corporate DevelopmentLars-Erik Arnell joined the Company in September 2002 as Vice President of Corporate Development.  In April 2011, he became Senior Vice President of Corporate Development.  Prior to joining the Company, he held various financial positions in the transportation industry including the regional airline, air medical transportation, truckload and global manufacturing industries.  Mr. Arnell has deep knowledge and experience in financial management, restructuring, business development, and mergers and acquisitions.Ethan J. Blank50Vice President and General CounselEthan Blank joined Republic Airways in February 2012 as Vice President and Corporate Counsel. Mr. Blank comes to Republic with over 20 years of legal experience, most recently as a partner in the law firm of Ober, Kaler, Grimes & Shriver, P.C. in Baltimore, Maryland. He has participated in all aspects of complex transactions for major financial institutions, public companies, transportation carriers and international investors. His background includes a variety of airline industry transactions including loans, leases, and leveraged leases of aircraft; private placements with aircraft and equipment collateral; securitizations of aircraft lease receivables and airline working capital financings.





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Matthew J. Koscal39Vice President of Human ResourcesMatthew Koscal joined Republic Airways in April 2014 as Vice President of Human Resources.  In 2015, he further assumed responsibility for labor relations and government affairs.  Before joining Republic, Mr. Koscal held various leadership positions in finance and commercial operations at Abbott Laboratories, Takeda Pharmaceutical Co. and Roche Diagnostics.  He has extensive experience creating value through commercial partnerships, leading complex negotiations, and driving change initiatives.  Mr. Koscal earned his Bachelor of Science degree in Management and Finance from Purdue University's Krannert School of Management.Timothy P. Dooley42Former Executive Vice President and Chief Financial OfficerTimothy P. Dooley joined the Company, in November 1998 as Manager, Financial Planning and Analysis.  He held various leadership positions, eventually being promoted to Executive Vice President and Chief Financial Officer in 2013.  Mr. Dooley left the Company effective September 1, 2015.Wayne C. Heller57Former Executive Vice President and Chief Operating OfficerWayne C. Heller joined us in August 1999 as Vice President—Flight Operations.  From February 2002, until his retirement effective March 13, 2015, Mr. Heller served as our Executive Vice President and Chief Operating Officer of Republic Airways Holdings Inc., and was responsible for all aircraft maintenance, records and engineering.





On February 25, 2016, the Company and certain of its wholly-owned direct and indirect subsidiaries filed voluntary


petitions for reorganization (the “Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy Code in the United


States Bankruptcy Court for the Southern District of New York. In addition, our common stock was delisted from NASDAQ in March 2016. Other than the Bankruptcy Filing, none of the Company’s directors or named executive officers ("NEOs") has been a general partner or executive officer of a debtor in, or personally the subject of, a bankruptcy or similar proceeding during the past ten years.





Audit Committee Composition





The Audit Committee (the “Audit Committee”) of the Board of Directors consists of three directors: Messrs. Colin (Chair), Plaumann and Garton, each of whom has been determined by the Board of Directors to be “independent” within the meaning of Rule 5605(a)(2) of The NASDAQ Stock Market.  In addition, our Board of Directors has determined that Mr. Colin and Mr. Plaumann are “audit committee financial experts” within the meaning of applicable SEC rules.





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Section 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company's NEOs and directors, and any person who beneficially owns more than ten percent of the Company's common stock, file initial reports of ownership and reports of changes in ownership with the SEC. NEOs, directors, and greater than ten percent beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to the Company and written representations from the Company's NEOs, directors and owners of more than ten percent of the Company's common stock, we believe that during fiscal 2015 our NEOs, directors and greater than ten percent beneficial owners complied with Section 16(a).


Code of Ethics





We have adopted a Code of Ethics within the meaning of Item 406(b) of SEC Regulation S-K.  This Code of Ethics applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer.  This Code of Ethics is publicly available on our website at  http://www.rjet.com/Investor_Relations/Governance.aspx.  If we make substantive amendments to this Code of Ethics or grant any waiver, including any implicit waiver, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K within four days of such amendment or waiver.





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ITEM 11. EXECUTIVE COMPENSATION





Compensation Discussion and Analysis


This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our NEO compensation philosophy and programs, the compensation decisions the Compensation Committee (the “Compensation Committee”) of the Board of Directors has made under those programs and the factors considered in making those decisions. This CD&A focuses on the compensation of our NEOs for 2015, which group included all of our NEOs for 2015 except for Mr. Kinstedt.  Because Mssrs. Dooley and Heller were NEOs for a portion of 2015, we have included them throughout this CD&A.


The information provided in this CD&A provides a description of our historical NEO compensation philosophy,


programs and decisions prior to the Bankruptcy Filing and delisting and does not take into account the impact of the Bankruptcy


Filing and delisting. Our NEO compensation philosophy, programs and decisions for 2016 will consider the Bankruptcy


Filing and other relevant factors.





Compensation Objective


The Compensation Committee administers all plans and programs connected with compensation of the Company's NEOs.  We and the Compensation Committee believe that NEO compensation should be closely related to increased stockholder value.  One of our strengths contributing to the Company's successes is a strong management team, many of whom have been with us for a number of years.  The compensation program is designed to enable us to attract, retain and reward capable employees who can contribute to our continued success, principally by linking portions of compensation with the attainment of key business objectives.  Performance-based compensation, equity participation and a strong alignment to stockholders' interests are key elements of our compensation philosophy.  Accordingly, our NEO compensation program is designed to provide competitive compensation, support our strategic business goals and reflect our performance.  The compensation program reflects the following principles:


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|• | Compensation should encourage increased stockholder value;




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|• | Compensation programs should reflect and promote our values and reward individuals for outstanding contributions towards achieving specific business goals;




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|• | Compensation programs should enable us to attract and retain highly qualified professionals; and




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|• | All compensation policies and all compensation decisions should be designed to reward employees, including the named executive officers, who have demonstrated the capacity to contribute to our financial and competitive performance, thereby furthering the main objective of our compensation program - increasing stockholder value.




Implementing Our Objectives





The Compensation Committee relies upon its judgment in making compensation decisions after reviewing the performance of the Company and carefully evaluating an executive's individual performance during the year against established goals, leadership qualities, operational performance, business responsibilities, current compensation arrangements and potential to enhance stockholder value.  Specific factors affecting compensation decisions for the named executive officers include:


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|• | the nature, scope and level of the executive's responsibilities;




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|• | our overall operational performance and profitability, measured by our end-of-year and year-to-year financial and operational data;




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|• | our safety performance;




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|• | the executive's individual performance;




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|• | the compensation levels of executive officers at our peer group companies; and




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|• | results of previous stockholder advisory votes on executive compensation.







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Bryan K. Bedford has an employment agreement with the Company which has been amended and extended until May 31, 2018.  Lars-Erik Arnell has an employment agreement with the Company which has been amended and extended until May 31, 2017.  Each of Joseph P. Allman and Matthew J. Koscal has an employment agreement with the Company that expires on  November 30, 2018.  Ethan J. Blank has an employment agreement with the Company that expires on November 30, 2017.  Each of Timothy P. Dooley and Wayne C. Heller had an employment agreement with the Company prior to their departure effective September 1, 2015 and March 13, 2015, respectively.  These employment agreements provide for an annual base salary and a target annual incentive opportunity which is determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are determined by the Board in its discretion.


The financial data that we take into account in setting our NEOs' annual incentive compensation metrics includes our pre-tax income, fourth quarter average share price and the cost per available seat mile excluding fuel.  Pre-tax income is the profitability of the Company before taxes are paid.  The result is expressed in dollars.  Fourth quarter average share price is the total of the ending share price for each day divided by the number of days in the fourth quarter.  The result is expressed as dollars per share.  Cost per available seat mile is expressed in cents to operate each seat mile offered, and is determined by dividing our total operating and interest expenses, excluding fuel expense and ex-items, by available seat miles.  Available seat miles is a measure of our airline flights' carrying capacity.  It is equal to the number of seats available multiplied by the number of miles flown.  Cost per available seat mile is frequently used to allow a cost comparison between different airlines.


The operational data that we take into account in setting our NEOs' annual incentive compensation metrics includes the on-time departure performance, the on-time arrival performance and controllable completion factor.


We attempt to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives.  Our mix of compensation elements is designed to help us recruit and retain talent, reward recent results and motivate long-term performance.  We also seek to balance compensation elements that are based on financial and operational measures as well as the performance of the Company's common stock.  Our goal is to motivate our named executive officers to deliver superior long-term performance and to retain their services with the Company on a cost-effective basis.


The table below shows the total compensation mix for our CEO and other NEOs, based on target awards for 2015 . Our mix is aligned to the mix paid by companies in our peer benchmarking group.  As shown in the table, a substantial majority of pay for our NEOs is “at risk” based on individual and company performance.  As a result of our Bankruptcy Filing and delisting of our common stock, we anticipate that the future value of long-term stock-based compensation awarded to named executive officers in 2015 and prior years will be minimal or no value.


Base SalaryAnnual IncentiveLong-term IncentiveCEO Total Direct Compensation27%27%46%Other NEO Total Direct Compensation32%22%46%


Role of the Compensation Committee and Management





Our management, through our Chief Executive Officer, provides the Compensation Committee with recommendations regarding the annual incentive compensation of all named executive officers within the first 75 days of each year so the Compensation Committee can approve any payouts for the prior fiscal year or make changes to the annual incentive plan for the performance period beginning in the current fiscal year, which includes the performance goals and weightings for our named executive officers.  The Compensation Committee believes that management's insight into our business as well as their experience in the airline industry combine to provide a valuable resource to the Compensation Committee with respect to our executive compensation arrangements.  Management analyzes our overall operational performance, profitability and safety, using both financial and operational measures, to provide a basis for its recommendations regarding executive compensation.  Management also reviews compensation levels of similarly situated peer companies.  The Chief Executive Officer recommends the other NEOs' compensation based on review and performance.  The Compensation Committee may request additional information and analysis and ultimately determines in its discretion whether to approve any recommended changes in compensation.  These determinations are made by our Compensation Committee based on its own analysis and judgment and the recommendations of the Chief Executive Officer.





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As part of its oversight of the Company's NEO compensation program, the Compensation Committee considers the impact of the Company's NEO compensation program and the incentives created by the compensation awards that it administers on the Company's risk profile.  In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.  Based on this review, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.


Potential Impact on Compensation from Named Executive Officer Misconduct





If the Board determines that a NEO has engaged in fraudulent or intentional misconduct, the Board would take action to remedy the misconduct, prevent its recurrence, and impose such discipline on the wrongdoer as would be appropriate.  Discipline would vary depending on the facts and circumstances, and may include, without limitation, (1) termination of employment, (2) initiation of an action for breach of fiduciary duty, and (3) if the misconduct resulted in a significant restatement of the Company's financial results, seeking reimbursement of any portion of performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the restated financial results. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.


Consideration of Say-on-Pay Voting Results





The Compensation Committee considers the stockholder advisory vote on the compensation of the Company's named executive officers.  At our 2015 annual meeting, the holders of 87.7% of the shares represented and entitled to vote approved, on an advisory basis, the compensation paid to our named executive officers as disclosed in the Company's proxy statement for the 2015 Annual Meeting of Stockholders.  As a result, the Compensation Committee concluded that the Company's stockholders were supportive of the Company's named executive officer compensation philosophy, policies and programs and that the Company would continue such philosophy, policies and programs, updating them as necessary in response to changes in regulatory, governance and external market practice.


Impact of Tax Treatment on Compensation





In general, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the annual tax deduction for public companies to $1 million for compensation paid to each of a company's named executive officers.  Qualifying performance-based compensation is not subject to the deduction limit if the Code requirements are met.


It is anticipated that compensation paid to our named executive officers under the 2007 Equity Incentive Plan ("2007 Plan") in 2015 from the vesting of performance shares will qualify for the performance-based compensation exemption from Section 162(m).  One of our named executive officers, Bryan K. Bedford was paid compensation covered by Section 162(m) in excess of  $1 million for 2015 .  While we intend to seek to take advantage of favorable tax treatment for executive compensation where appropriate, the primary drivers for determining the amount and form of executive compensation are the retention and motivation of superior executive talent, rather than tax-based considerations.


Equity Grant Practices





Stock option, restricted stock, restricted stock unit or performance share grants are made by the Compensation Committee at the times needed to meet appropriate deadlines for compensation-related decisions.  Our consistent practice is that the exercise price for every stock option is the closing price on The NASDAQ Global Select Market on the date of grant.  The exercise price of options is not less than the fair market value of the shares on the date of grant.





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Peer Benchmarking





Periodically, the Compensation Committee reviews and analyzes total direct compensation for NEOs.  In analyzing the named executive officers' compensation for 2015 , the Compensation Committee reviewed the total direct compensation for executives against a peer group consisting of Matson, Inc., Arkansas Best Corp., Atlas Air, Celadon Group Inc., Covenant Transportation, Hub Group, Inc., Knight Transportation, Marten Transport, Old Domnion Freight Line, Saia Inc., Skywest Inc., and Werner Enterprises.  The Compensation Committee also periodically reviews benchmarking information on annual incentives, equity-based incentives, benefits, and perquisites.


Elements of Compensation





The following table summarizes the primary elements and objectives of our compensation program for NEOs:


TypeComponentObjectiveFixedBase salaryProvide reasonable and market-competitive fixed pay reflective of an executive’s role, responsibilities and individual performanceBenefits and perquisitesProvide market competitive benefits and perquisites that reflect airline industry and best practicesPerformance-basedAnnual Cash IncentiveDrive achievement of annual corporate goals, financial and operating performance that is consistent with pre-established performance criteriaPerformance Shares•Alignment to shareholder interests through stock ownership•Focus on drivers of long-term value creation•Realized value tied to stock price appreciation•  Attraction and retention of executive talentStock OptionsRestricted Shares/Units


Base Salary .  We pay our named executive officers a base salary in order to remain competitive in the market.  As of December 31, 2015 , the Company's salary levels for Messrs. Bedford, Allman, Arnell, Blank and Koscal were $475,000, $260,000, $250,000, $225,000 and $230,000, respectively.  The Company's salary levels for Messrs. Dooley and Heller were $275,000 and $350,000, respectively, prior to their departure effective September 1, 2015 and March 13, 2015, respectively.  The base salary levels are intended to be consistent with competitive pay practices and level of responsibility, with salary increases reflecting competitive trends, the overall financial performance and resources of the Company, the Company's operational performance, general economic conditions, as well as a number of factors relating to the particular individual, including the performance of the individual executive, level of experience, ability and knowledge of the job.  On an annual basis, the Compensation Committee may decide to increase the base salary of the Chief Executive Officer and the Chief Executive Officer may decide to increase the base salary for any one or more of the other NEOs.


Annual Incentive Awards .  In order to provide incentives for annual performance, we believe that a substantial portion of each named executive officer's compensation should be in the form of a performance-driven, annual “at risk” incentive.  Our employment arrangements with the named executive officers provide for a target annual incentive opportunity.  The amount of the actual annual incentive for any year may be more or less than the target amount, but not more than a certain percentage of the executive's salary for the year, and is determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are communicated to the executive in advance.  For 2015 , Mr. Bedford's target annual incentive opportunity was 100% of base salary with a maximum opportunity of 200%, and Mr. Allman's target annual incentive opportunity was 75% of base salary, with a maximum opportunity of 150%.  Mr. Arnell's target annual incentive opportunity was 65% of base salary with a maximum opportunity of 130% and each of Messrs. Blank's and Koscal's target annual incentive opportunity was 60% of base salary with a maximum opportunity of 120%.  Prior to their departure effective September 1, 2015 and March 13, 2015, respectively, Mr. Dooley’s target annual incentive opportunity for 2015 was 75% of base salary with a maximum opportunity of 150%, and Mr. Heller’s target annual incentive opportunity for 2015 was 90% of base salary with a maximum opportunity of 180%.





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Annual incentives are intended to motivate and reward executives for achieving specific Company goals.  The Compensation Committee aligns NEO compensation with the achievement of the Company's strategic plan by approving a target performance level for each financial and operational goal that is consistent with the annual strategic goals.  Annual incentive goals are established at the beginning of each year and may include financial goals, such as operating revenues, pre-tax profit, pre-tax margin, net income, the cost per available seat mile excluding fuel, and operational data, including the number of aircraft at year end, the number of departures, the on-time departure and arrival performance, the flight completion factor, the number of block hours, which are hours from the departure gate to the arrival gate for our aircraft, and the number of additions to our fleet of aircraft.  The actual annual incentive awards earned are determined at the end of each year based on the Compensation Committee's assessment of the actual performance levels achieved for each goal.


The 2015 annual incentive awards were based on the following performance goals and weightings:


WeightPerformance GoalPerformance Metric49%Financial PerformancePre-tax Income (50%)CASM Ex-Fuel (25%)Average 4th Quarter Share Price (25%)15%Operational PerformanceControllable Completion Factor (50%)On-time Departure (25%)On-time Arrival (25%)11%People & CultureEmployee Commitment Index (100%)25%Individual PerformanceKey strategic goals (100%)





Long-Term Incentive Awards. The information provided below provides a description of our historical long-term incentive compensation practices before our Bankruptcy Filing in February 2016 and not the period following such filing.


The Compensation Committee believes that our best interests will be advanced by enabling our named executive officers, who are responsible for our management, growth and success, to receive compensation in the form of long-term incentive awards which generally increase in value in conjunction with an increase in the value of our common stock.  By this approach, the best interests of stockholders, executives and employees will be closely aligned.  We believe that these awards will provide our named executive officers with an incentive to remain in their positions with us.


Severance Arrangements .  The Compensation Committee and our Board determined that it was in our best interests to provide severance arrangements to our named executive officers based on such individual's position with us.  Accordingly, the employment agreements with the applicable named executive officers, have terms and conditions intended to provide certain payments and benefits upon an involuntary termination of the named executive officer's employment, or the occurrence of certain other circumstances that may affect the named executive officer, including the executive officer's termination of employment following a change in control of the Company.


The selection of the measures used to determine the amounts payable upon the happening of certain events, as well as the selection of the types of events which trigger severance payments, represent the determination by the Compensation Committee and our Board of Directors regarding the best position for us to be in should any such event occur in light of the objectives which have been established for our NEO compensation program.  The severance arrangement structure also benefits us by virtue of the confidential information, non-competition and non-solicitation provisions, which inure to our benefit in the event an eligible executive severs employment with us.  See “Termination of Employment and Change-in-Control Agreements” below for a description of the severance and non-compete provisions of the employment agreements of our named executive officers.


Fringe Benefits .  Our named executive officers are eligible to participate in 401(k), disability, medical and group insurance plans generally available to all our employees.  The Company does not provide any special benefits or perks to any of its NEOs.





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Stock Ownership Guidelines





In 2010, the Company adopted stock ownership guidelines for NEOs. Under the guidelines, our Chief Executive Officer is expected to hold Company stock having a value of at least three times annual base salary and executive vice presidents are expected to hold Company stock having a value of at least one times annual base salary. The guidelines are expected to be reached within three years of implementation, or within three years for new or newly promoted executive vice presidents.  Mr. Bedford currently meets the guidelines, and Mr. Heller and Mr. Dooley met the guidelines prior to their departure.  Messrs. Allman, Arnell, Blank and Koscal are not required to comply with these guidelines based on their titles.  Our independent directors are encouraged to beneficially own Company stock having a value of at least three times the independent directors' annual retainer, to be reached within three years of implementation of the stock ownership guidelines, or within three years of election to the board for new directors.  Messrs. Lawrence Cohen, Neal Cohen, Lambert, and Plaumann currently meet the guidelines.  Messrs. Garton and Colin have until 2017 to comply with the guidelines.  Due to our Bankruptcy Filing in February 2016, the Compensation Committee has suspended compliance with these guidelines.


Determining Compensation for the Named Executive Officers in 2015





Base Salary


In determining the amount of base salary of our named executive officers for 2015 , the Compensation Committee considered competitive trends, our overall financial performance and resources, our operational performance, general economic conditions, the compensation level of similarly situated executives at our peer companies, and a number of factors relating to the executive, including the performance of the executive, the level of his experience and ability, and his knowledge of his job.  Mr. Bedford and Mr. Arnell did not receive base salary increases in 2015.  Mr. Allman and Mr. Koscal received increases in November 2015 to reflect their increased scope of responsibilities.  Mr. Allman’s base salary increased from $200,000 to $260,000 and Mr. Koscal’s increased from $200,000 to $230,000.  Mr. Blank also received an increase in his base salary in November 2015, from $220,375 to $225,000.





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2015 Annual Incentive Awards


The chart below shows the financial and operational performance measures for the Company's executive officers for the 2015 annual incentive awards and actual performance for each measure in 2015 .


Performance MeasurePerformance Levels2015 Actual Performance% of Target Award EarnedPre-tax Income (weighted 24.5%)(1)Threshold$95 million($25.6) million—%Target$110 millionMaximum$120 millionQ4 Average Share Price (weighted 12.25%)Threshold$14.004.95—%Target$14.75Maximum$15.50CASM, ex-fuel (ex-items) (weighted 12.25%)Threshold8.55¢9.70¢—%Target8.45¢Maximum8.35¢Controllable Completion Factor (weighted 7.5%)Threshold99.2%98.40%—%Target99.3%Maximum99.4%On-time Departure (weighted 3.25%)Threshold65.0%65.37%2.21%Target67.0%Maximum69.0%On-time Arrival (weighted 3.25%)Threshold73.0%77.00%7.50%Target75.0%Maximum77.0%Employee Commitment Index (weighted 11%)Threshold2.82.98.44%Target3.0Maximum3.2Total18.15%


(1)  For determining bonus amounts, Pre-tax Income was adjusted to primarily exclude the impairment of assets.


NEOs were also eligible to receive a portion of their annual incentive awards based on achievement of key individual strategic goals, which were weighted 25% for 2015 .  The individual goals of each executive included departmental objectives which supported the Company’s overall goals for 2015 to: 1) renew focus on our guiding principles and employee culture, 2) invest in industry leading technology solutions that allow us to operate more efficiently and improve employee quality of life, 3) reach a new collective bargaining agreement with our pilots, 4) secure efficient aircraft financing for new E175 aircraft, and 5) effectively manage our fleet transitions.  The annual incentive awards for the NEOs under the 2015 Incentive Plan were earned by them and awarded by the Board, and that payment to the NEOs of amounts under the 2015 Incentive Plan is deferred until the completion of a successful restructuring.








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2015 Long-Term Incentive Awards





As stated above, the information provided below does not take into account the impact of the Bankruptcy Filing and


delisting. While the Company cannot predict what the ultimate value of any of its equity-based incentive awards may be, in


most cases under Chapter 11 participants in equity-based compensation plans receive little or no recovery of value. In addition,


due to its Bankruptcy Filing, the Company does not plan to continue to distribute shares to recipients under any outstanding


equity-based awards.





The Compensation Committee approved long-term incentive awards for NEOs on November 13, 2015, including restricted stock units and performance shares.  Performance shares are contractual rights to receive shares of our common stock based on achievement of defined performance criteria. They are designed to reward our NEOs when they achieve key goals that contribute to the creation of stockholder value over the long-term, which are approved by the Compensation Committee. The actual number of performance shares ultimately distributed to the named executive officers is based on actual achievement against the pre-established goals and can range from 0% to 200% of the performance shares originally granted.  The granting of performance shares allow us to better manage our annual dilution from equity grants and strengthen the tie between equity-based compensation and long-term stockholder value.





The 2015 awards of restricted stock units vest in equal annual installments over three years beginning on November 13, 2016.  The 2015 awards of performance shares provide that the number of shares earned over are based on the achievement of performance measures:





Performance MeasureWeightMeasurementSuccessful out of court restructuring of the airline70%Board determination of successful out of court restructuring of the airlineRedploy all idled EJET aircraft to revenue service30%Measure of idle aircraft at every quarter end beginning September 30, 2016.





Bryan K. Bedford


Cash Compensation .  Mr. Bedford received total cash compensation for his services to us in 2015 in the amount of $475,000.   Mr. Bedford earned and was awarded by the Board an annual incentive award for 2015 but deferred the amount until the completion of a successful restructuring.


Long-Term Incentive Awards .  On November 13, 2015, the Compensation Committee granted to Mr. Bedford 88,620 restricted stock units. The restricted stock units will vest and settle in equal annual installments over three years beginning on November 13, 2016. Also, on November 13, 2015, the Compensation Committee granted to Mr. Bedford 88,619 performance shares that will vest based on achievement of the performance metrics defined above.


Employment Agreement .  Pursuant to his employment agreement, the term of Mr. Bedford's employment with the Company shall continue until May 31, 2018. Mr. Bedford is entitled to receive a base salary of $475,000. In addition to the base salary, Mr. Bedford has an annual bonus opportunity target equal to 100% of his salary for the year. The amount of the annual bonus may be more or less than the target amount, but not more than 200% of Mr. Bedford's salary for the year, and is determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are determined by the Board of Directors.  The term of the employment agreement automatically renews for successive one year periods unless either we or Mr. Bedford give notice to terminate the employment agreement no later than 90 days prior to the end of the then current term of the employment agreement.





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Joseph P. Allman


Cash Compensation. Mr. Allman received total cash compensation for his services to us in 2015 in the amount of $223,077. Mr. Allman earned and was awarded by the Board an annual incentive award for 2015 but deferred the amount until the completion of a successful restructuring.


Long-Term Incentive Awards. On November 13, 2015, the Compensation Committee granted to Mr. Allman 38,806 restricted stock units. The restricted stock units will vest and settle in equal annual installments over three years beginning on November 13, 2016.  Also, on November 13, 2015, the Compensation Committee granted to Mr. Allman 38,806 performance shares that will vest based on achievement of the performance metrics defined above.


Employment Agreement .  Pursuant to his employment agreement, the term of Mr. Allman's employment with the Company shall continue until November 30, 2018. Mr. Allman is entitled to receive a base salary of $260,000. In addition to the base salary, Mr. Allman has an annual bonus opportunity target equal to 75% of his salary for the year. The amount of the annual bonus may be more or less than the target amount, but not more than 150% of Mr. Allman's salary for the year, and is determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are determined by the Board of Directors.  The term of the employment agreement automatically renews for successive one year periods unless either we or Mr. Allman give notice to terminate the employment agreement no later than 90 days prior to the end of the then current term of the employment agreement.


Lars-Erik Arnell


Cash Compensation. Mr. Arnell received total cash compensation for his services to us in 2015 in the amount of $250,000. Mr. Arnell earned and was awarded by the Board an annual incentive award for 2015 but deferred the amount until the completion of a successful restructuring.


Long-Term Incentive Awards. On November 13, 2015, the Compensation Committee granted to Mr. Arnell 37,314 restricted stock units. The restricted stock units will vest and settle in equal annual installments over three years beginning on November 13, 2016.  Also, on November 13, 2015, the Compensation Committee granted to Mr. Arnell 37,313 performance shares that will vest based on achievement of the performance metrics defined above.


Employment Agreement . Pursuant to his employment agreement, the term of Mr. Arnell's employment with the Company shall continue until May 31, 2017. As part of this agreement and effective November 1, 2013, Mr. Arnell's salary was adjusted to $250,000. In addition to the base salary, Mr. Arnell has an annual bonus opportunity target equal to 65% of his salary for the year. The amount of the annual bonus may be more or less than the target amount, but not more than 130% of Mr. Arnell's salary for the year, and is determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are determined by the Board of Directors. The term of the employment agreement automatically renews for successive one year periods unless either we or Mr. Arnell give notice to terminate the employment agreement no later than 90 days prior to the end of the then current term of the employment agreement.


Ethan J. Blank


Cash Compensation. Mr. Blank received total cash compensation for his services to us in 2015 in the amount of $220,082. Mr. Blank earned and was awarded by the Board an annual incentive award for 2015 but deferred the amount until the completion of a successful restructuring.


Long-Term Incentive Awards. On November 13, 2015, the Compensation Committee granted to Mr. Blank 29,985 restricted stock units. The restricted stock units will vest and settle in equal annual installments over three years beginning on November 13, 2016.  Also, on November 13, 2015, the Compensation Committee granted to Mr. Blank 29,984 performance shares that will vest based on achievement of the performance metrics defined above.


Employment Arrangement .  Pursuant to his employment agreement, the term of Mr. Blank's employment with the Company shall continue until November 30, 2017. Mr. Blank is entitled to receive a base salary of $225,000. In addition to the base salary, Mr. Blank has an annual bonus opportunity target equal to 60% of his salary for the year. The amount of the annual bonus may be more or less than the target amount, but not more than 120% of Mr. Blank's salary for the year, and is determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are determined by the Board of Directors.  The term of the employment agreement automatically renews for successive one year periods unless either we or Mr.





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Blank give notice to terminate the employment agreement no later than 90 days prior to the end of the then current term of the employment agreement.


Matthew J. Koscal


Cash Compensation. Mr. Koscal received total cash compensation for his services to us in 2015 in the amount of $203,462. Mr. Koscal earned and was awarded by the Board an annual incentive award for 2015 but deferred the amount until the completion of a successful restructuring.


Long-Term Incentive Awards. On November 13, 2015, the Compensation Committee granted to Mr. Koscal 34,329 restricted stock units. The restricted stock units will vest and settle in equal annual installments over three years beginning on November 13, 2016.  Also, on November 13, 2015, the Compensation Committee granted to Mr. Koscal 34,328 performance shares that will vest based on achievement of the performance metrics defined above.


Employment Arrangement .  Pursuant to his employment agreement, the term of Mr. Koscal's employment with the Company shall continue until November 30, 2018. Mr. Koscal is entitled to receive a base salary of $230,000. In addition to the base salary, Mr. Koscal has an annual bonus opportunity target equal to 60% of his salary for the year. The amount of the annual bonus may be more or less than the target amount, but not more than 120% of Mr. Koscal's salary for the year, and is determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are determined by the Board of Directors.  The term of the employment agreement automatically renews for successive one year periods unless either we or Mr. Koscal give notice to terminate the employment agreement no later than 90 days prior to the end of the then current term of the employment agreement.


Timothy P. Dooley


Cash Compensation. Mr. Dooley who resigned as the Company's Executive Vice President and Chief Financial Officer effective as of September 1, 2015, received total cash compensation for his services to us in 2015 in the amount of $188,798.  Mr. Dooley did not receive an annual incentive award for 2015.


Long-Term Incentive Awards. Mr. Dooley was not granted any long-term incentive awards during the year ended December 31, 2015.


Employment Agreement. Pursuant to his employment agreement, Mr. Dooley’s  employment with the Company was to continue until June 30, 2015.  As part of this agreement and effective November 1, 2013, Mr. Dooley's salary was adjusted to $275,000. In addition to the base salary, Mr. Dooley had an annual bonus opportunity target equal to 75% of his salary for the year. The amount of the annual bonus could have been more or less than the target amount, but not more than 150% of Mr. Dooley's salary for the year, and was determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which are determined by the Board of Directors.  The term of the employment agreement automatically renewed for successive one year periods unless either we or Mr. Dooley gave notice to terminate the employment agreement no later than 30 days prior to the end of the then current term of the employment agreement.


Separation Agreement .  On August 5, 2015, the Company announced Mr. Dooley's resignation effective September 1, 2015.  Upon termination of Mr. Dooley's services, the Company was to provide Mr. Dooley a severance benefit of a cash payment of $481,525 on March 1, 2016.  Mr. Dooley executed customary releases of claims he may have against the Company and agreed (i) generally not to directly or indirectly compete with the Company for a period of twelve months, (ii) not to solicit the Company’s employees for a twelve-month period, and (iii) not to disclose the Company’s confidential information and trade secrets.





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Wayne C. Heller


Cash Compensation .  Mr. Heller who retired as the Company's Executive Vice President and Chief Operating Officer effective as of March 13, 2015, received total cash compensation for his services to us in 2015 in the amount of $80,769.  Mr. Heller did not receive an annual incentive award for 2015.


Long-Term Incentive Awards .  Mr. Heller was not granted any long-term incentive awards during the year ended December 31, 2015.


Employment Agreement .  Pursuant to his employment agreement, the term of Mr. Heller's employment with the Company was to continue until May 31, 2017. As part of this agreement and effective May 31, 2014, Mr. Heller's salary was adjusted to $350,000. In addition to the base salary, Mr. Heller had an annual bonus opportunity target equal to 90% of his salary for the year. The amount of the annual bonus could have been more or less than the target amount, but not more than 180% of Mr. Heller's salary for the year, and was determined, in its sole discretion, by the Compensation Committee based upon certain performance measures which were determined by the Board of Directors. The term of the employment agreement automatically renewed for successive one year periods unless either we or Mr. Heller gave notice to terminate the employment agreement no later than 90 days prior to the end of the then current term of the employment agreement.


Separation Agreement. On March 9, 2015, the Company announced Mr. Heller’s retirement. In connection with his retirement, on March 9, 2015 the Company and Mr. Heller entered into an Employment Transition and Separation Agreement, which supersedes Mr. Heller’s Fourth Amended and Restated Employment Agreement. Under the Employment Transition and Separation Agreement, Mr. Heller’s term of employment continued until March 13, 2015 (the “Separation Date”) and Mr. Heller was paid a bonus for the 2014 year of $512,190. Following the Separation Date, the Company is obligated to make cash payments to Mr. Heller equal to two times his base salary plus two times his 2014 bonus, to be paid in twelve equal monthly installments. All outstanding unvested options, restricted stock and restricted stock units of the Company that would have vested in accordance with their respective terms prior to the first anniversary of the Separation Date vested immediately upon his separation, and such options remained exercisable for a period of thirty days following the Separation Date. At the time a payout would otherwise have been due, Mr. Heller will also be entitled to receive a pro-rata portion of any performance shares held as of the Separation Date (based on the number of days employed during the applicable performance period) that would have been earned based on the Company's actual performance had he been employed by the Company on the date required to earn such shares.  In addition, during Mr. Heller’s lifetime, the Company will provide travel benefits in the amount of $15,000 annually and will reimburse Mr. Heller $2,500, subject to an annual upward inflation adjustment, each month for medical insurance. Pursuant to the Employment Transition and Separation Agreement, Mr. Heller executed customary releases of claims he may have against the Company and agreed (i) generally not to directly or indirectly compete with the Company for a period of twelve months, (ii) not to solicit the Company’s employees for a twelve-month period, and (iii) not to disclose the Company’s confidential information and trade secrets.


Future Periods





The foregoing discussion describes the compensation objectives and policies which we utilized with respect to our named executive officers during 2015 .  In the future, as the Compensation Committee continues to review each element of the NEO compensation program with respect to our named executive officers, the objectives of our executive compensation program, as well as the methods which the Compensation Committee utilizes to determine both the types and amounts of compensation to award to our named executive officers, may change.


COMPENSATION COMMITTEE REPORT


The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (the “CD&A”) for the year ended December 31, 2015 .  In reliance on the reviews and discussions with management, the Compensation Committee recommended to the Board of Directors, and the Board has approved, that the CD&A be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the SEC.


By the Compensation Committee of the Board of Directors:


Mark L. Plaumann, Chair


Lawrence J. Cohen


Douglas J. Lambert











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Compensation Committee Interlocks and Insider Participation





During 2015 , the Compensation Committee consisted of Mark L. Plaumann, Lawrence J. Cohen and Douglas J. Lambert.  They are independent directors, and none of them are present or past employees or officers of the Company or any of our subsidiaries.  No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K and none of the relationships described in Item 407(e)(4)(iii) of Regulation S-K existed during 2015 .








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SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 2015


Name andPrincipal PositionYearSalary($)(1)Bonus ($)(1)Non-Equity Incentive Plan Compensation($)(1)StockAwards($)(2)OptionAwards($)(2)All OtherCompensation($)(3)Total($)Bryan K. BedfordPresident and Chief Executive Officer2015(2)$475,000$—$—$831,085$—$12,031$1,318,1162014$463,462$415,000$772,350$966,516$147,098$10,076$2,774,5022013$450,000$—$765,000$617,342$73,208$24,090$1,929,640Joseph P. Allman                                                                                     Senior Vice President and Chief Financial Officer2015(2)$223,077$—$—$363,928$—$4,715$591,720Lars-Erik Arnell                                                                                        Senior Vice President of Corporate Development2015(2)$250,000$—$—$349,931$—$5,761$605,6922014$250,000$130,000$288,600$402,715$61,291$6,657$1,139,2632013$228,462$—$255,938$329,249$39,044$13,416$866,109Ethan J. BlankVice President and General Counsel2015(2)$220,082$—$—$281,199$—$5,165$506,4462014$214,038$160,000$190,920$306,063$46,581$5,037$922,6392013$208,461$—$189,000$164,624$19,522$4,542$586,149Matthew J. Koscal                                                                                    Vice President, Human Resources2015(2)$203,462$—$—$321,937$—$677$526,076Timothy P. DooleyFormer Executive Vice President and Chief Financial Officer2015(4)$188,798$—$—$—$—$487,921$676,7192014$273,942$175,000$335,363$483,258$73,549$10,401$1,351,5132013$253,461$—$276,250$329,249$39,044$19,745$917,749Wayne C. HellerFormer Executive Vice President and Chief Operating Officer2015(5)$80,769$—$—$—$—$1,334,912$1,415,6812014$338,462$130,000$512,190$612,127$93,162$10,737$1,696,6782013$303,462$—$382,500$411,561$48,805$21,367$1,167,695





(1)   All of the salaries, bonuses and non-equity incentive plan compensation for the named executive officers for 2015, 2014 and 2013 were paid in cash.





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|(2) | “Option Awards” and “Stock Awards” represent the aggregate fair value of the award computed in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 718 ("ASC Topic 718"), on the applicable grant date or, if earlier, the service inception date.  The fair value of each option award was estimated using a Black-Scholes option pricing model that used the following assumptions: expected volatility from 38% and 65%, expected term four to five years, a risk free interest rate of 1.67% to 1.70% and a dividend yield of zero.   The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised.  There is no assurance that the value realized by an executive will be at or near the value estimated by the Black-Scholes model.  The target value of "2015 Performance Shares" for Mr. Bedford, Mr. Allman, Mr. Arnell, Mr. Blank and Mr. Koscal are:  $415,540, $181,963, $174,963, $140,597 and $160,966, respectively, see "Grants of 2015 Plan-Based Awards".   See Note 13 to our financial statements in this Form 10-K for additional information regarding equity grants.  Also, as a result of the Bankruptcy Filing and delisting of our common stock, we anticipate that these awards will have minimal or no value, and the Company does not plan to continue to distribute shares to recipients under any outstanding equity-based awards.




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|(3) | “All Other Compensation” reflects compensation paid by us to our named executive officers as 401(k) matching contributions and travel benefits.   Messrs. Bedford, Allman, Arnell, Blank and Koscal "All Other Compensation" includes cash payments made pursuant to Company policy due to an imposed reduction of their 401(k) matching contribution as a result of ERISA required non-discrimination testing.  Also, included in “All Other Compensation” are amounts paid to Mr. Heller and amounts for which payment is due for Mr. Dooley pursuant to an arrangement in connection with Messrs. Dooley’s and Heller’s terminations.




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|(4) | Mr. Dooley resigned as Executive Vice President and Chief Financial Officer effective September 1, 2015.




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|(5) | Mr. Heller retired as Executive Vice President and Chief Operating Officer effective March 13, 2015.







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GRANTS OF 2015 PLAN-BASED AWARDS


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Estimated Future Payouts Under Non-EquityEstimated Future Payouts Under EquityAll Other Stock Awards: Numberof Shares ofStock or Units(#)All Other Option Awards: Numberof Securities Underlying Options(#)Grant DateFair Value ofStock andOption Awards  ($/Sh)(5)Incentive Plan AwardsIncentive Plan Awards(1)NameGrant Date(1)Threshold ($)Target ($)Maximum ($)Threshold (#)(4)Target (#)(4)Maximum (#)(4)Bryan K. Bedford2237,500475,000950,000——————11/13/20153——————88,620—415,54511/13/20154———22,15588,619177,238——415,540Joseph P. Allman297,500195,000390,000——————11/13/20153——————38,806—181,96411/13/20154———9,70238,80677,612——181,964Lars-Erik Arnell281,250162,500325,000——————11/13/20153——————37,314—174,96811/13/20154———9,32937,31374,626——174,963Ethan J. Blank267,500135,000270,000——————11/13/20153——————29,985—140,60211/13/20154———7,49629,98459,968——140,597Matthew J. Koscal269,000138,000276,000——————11/13/20153——————34,329—160,97111/13/20154———8,58234,32868,656——160,966Timothy P. Dooley(6)Wayne C. Heller(6)





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|(1) | As a result of the Bankruptcy Filing and delisting of our common stock, we anticipate that these awards will have minimal

or no value, and the Company does not plan to continue to distribute shares to recipients under any outstanding


equity-based awards.





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|(2) | Represents2015award opportunities granted under the Company's Annual Incentive Program.  The annual incentive awards for the NEOs under the 2015 Incentive Plan were earned by them and awarded by the Board, and that payment to the NEOs of amounts under the 2015 Incentive Plan is deferred until the completion of a successful restructuring.




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|(3) | Represents a restricted stock unit award granted pursuant to the Company's 2007 Equity Incentive Plan.  This award is scheduled to vest in one-third increments on November 13, 2016, November 13, 2017 and November 13, 2018.




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|(4) | Represents threshold, target and maximum award opportunities for the2015performance share awards.  Settlement of this award will depend on if the Company has completed a successful out of court restructuring and the Company’s measure of idle aircraft at every quarter end beginning September 30, 2016.




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|(5) | “Option Awards” and “Stock Awards” represent the aggregate fair value of the award computed in accordance with ASC Topic 718, on the applicable grant date or, if earlier, the service inception date.  The fair value of each option award was estimated using a Black-Scholes option pricing model that used the following assumptions: expected volatility from 38% and 65%, expected term four to five years, a risk free interest rate of 1.67% to 1.70% and a dividend yield of zero.   The actual value, if any, an executive may realize will depend on the excess of the stock price over the exercise price on the date the option is exercised.  There is no assurance that the value realized by an executive will be at or near the value estimated by the Black-Scholes model.







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|(6) | Due to their departure effective September 1, 2015 and March 13, 2015, respectively, Mssrs. Dooley and Heller were not awarded equity grants in 2015.




OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END


Option Awards(1)Stock Awards(1)NameOption Grant DateNumber ofSecuritiesUnderlyingUnexercisedOptions (#)ExercisableNumber ofSecuritiesUnderlyingUnexercisedOptions (#)UnexercisableOptionExercisePrice ($)OptionExpirationDateStock Award Grant Date(3)Number ofShares of StockThat Have NotVested (#)Market Valueof Shares ThatHave NotVested ($)(2)Bryan K. Bedford2/20/2007220,000—$18.592/20/2017——9/04/2007200,000—$19.129/4/2017——12/9/2008212,000—$12.7012/6/2018——11/2/201060,000—$9.2510/30/2020——3/30/201212,500—$4.943/30/2022——3/11/201310,0005,000$10.293/11/20233/11/201335,000$137,5506/6/201410,00020,000$10.746/6/20246/6/201470,000$275,10011/13/2015177,239$696,549Joseph P. Allman9/4/200725,000—$19.129/4/201712/9/200818,300—$12.7012/6/20183/11/2013—1,666$10.293/11/20233/11/201311,66645,8476/6/20143,0006,000$10.746/6/20246/6/201420,66681,21711/13/201577,612305,015Lars-Erik Arnell11/29/200520,000—$14.2411/27/2015——9/4/200775,000—$19.129/1/2017——12/9/200856,000—$12.7012/7/2018——3/11/20132,6662,667$10.293/11/20233/11/201318,666$73,3576/6/20144,1678,333$10.746/6/20246/6/201429,166$114,62211/13/201574,627$293,284Ethan Blank3/11/20132,6672,666$10.293/11/20233/11/20139,332$36,6756/6/20143,1676,333$10.746/6/20246/6/201422,166$87,11211/13/201559,969$235,678Matthew J. Koscal4/1/2014(2)4,00012,000$10.744/1/20244/1/2014(2)12,000$47,16011/13/201568,657$269,822Timothy P. Dooley3/11/2013——$10.293/11/20233/11/20138,040$31,5976/6/2014——$10.746/6/20246/6/20145,000$19,650Wayne C. Heller3/11/2013——$10.293/11/20233/11/201310,050$39,497





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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | On February 25, 2016 the Company and certain of its wholly-owned direct and indirect subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York.  In accordance with this filing the Company discontinued the vesting of any further shares as of February 25, 2016.  These shares are still deemed to be outstanding in the table above but are currently not vesting per their original schedule.




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Except for the April 1, 2014 grant for Mr. Koscal, which vests in equal annual installments over four years beginning with the first anniversary on the date of the grant, options, restricted stock awards and restricted stock units vest in equal annual installments over three years beginning with the first anniversary on the date of grant.  Options, restricted stock awards, and restricted stock units will also generally vest upon a change in control of the Company or in the event the executive's employment is terminated other than for "cause" as defined in the executive's employment agreement.




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The stock awards for all executives granted on March 11, 2013, June 6, 2014 and November 13, 2015, include performance shares.  The 2013, 2014, and 2015 performance shares to executive officers provides that the number of shares are earned at the end of a three year period ending March 11, 2016 and June 6, 2017.  The November 13, 2015 performance shares vest upon achievement of the measurement goals as described above.







OPTION EXERCISES AND STOCK VESTED IN FISCAL 2015





Option AwardsStock AwardsNameNumber ofSharesAcquired onExercise (#)ValueRealized onExercise ($)Number ofSharesAcquired onVesting (#)ValueRealized onVesting ($)Bryan K. Bedford200,000$1,753,640112,708$1,492,216Joseph P. Allman3,617$19,55934,064$451,289Timothy P. Dooley51,667$113,42456,772$751,523Wayne C. Heller169,041$179,82051,001$670,443Lars-Erik Arnell4,750$30,70355,106$733,597Ethan J. Blank3,333$29,49725,501$331,475Matthew J. Koscal——4,000$55,000





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TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS


The Compensation Committee and our Board determined that it was in our best interests to provide severance arrangements to our named executive officers based on such individual's position with us. Accordingly, the employment agreements with the applicable named executive officers have terms and conditions intended to provide certain payments and benefits upon an involuntary termination of the named executive officer's employment or the occurrence of certain other circumstances that may affect the named executive officer, including the executive's termination of employment following a change in control of the Company.





The below descriptions pertain to the employment arrangements that were operative as of the end of 2015 and that remain effective as of the date of this Form 10-K.  The information provided below does not take into account the impact of the Bankruptcy Filing in February 2016.  For a description of the benefits received by Mr. Heller as a part of his retirement effective March 13, 2015 and Mr. Dooley as part of his resignation effective September 1, 2015, see the "Separation Agreement" sections above.





Severance Compensation





Termination Upon Death, or by the Company for Disability


In the event of Messrs. Bedford, Allman, Arnell, Blank or Koscal’s death or in the event that we terminate the executive's employment agreement as a result of his inability, with reasonable accommodation, to perform the essential functions of his position by reason of physical or mental incapacity, for a consecutive period of 90 days or for a total period of 180 days in any 360-day period we are obligated to pay to Messrs. Bedford, Allman, Arnell, Blank or Koscal, or his estate, as the case may be, as severance compensation two times his base salary as then in effect plus two times his bonus paid for our last calendar year. The severance compensation would be paid in a lump sum by the end of the month following termination of the employment agreement, provided that we receive a release within 30 days following termination of the employment agreement signed by Messrs. Bedford, Allman, Arnell, Blank or Koscal, as the case may be (or his estate if applicable), that is no longer revocable. We have the right to satisfy our obligations to provide severance compensation by purchasing and maintaining one or more insurance policies payable to Messrs. Bedford, Allman, Arnell, Blank or Koscal or his designees or to us (with further payment to Messrs. Bedford, Allman, Arnell, Blank or Koscal or such designees) upon the executive's death or as a result of his disability.  In addition to the severance compensation described above, Messrs. Bedford, Allman, Arnell, Blank or Koscal would also be entitled to a prorated portion of his target annual incentive award for the year in which termination occurs, through the effective date of such termination.





Occurrence of a Change in Control


In the event of a change of control, provided that within 18 months of such change of control the executive’s employment is terminated by us without cause or by the executive for good reason, we are obligated to pay as severance compensation to Messrs. Bedford, Allman, Arnell, Blank or Koscal, as the case may be, two times his base salary as then in effect plus two times his bonus paid for our last calendar year. The severance compensation is to be paid in a lump sum by the end of the month following a qualifying event. “Change of Control” means (i) any person or group of affiliated or associated persons acquires a majority or more of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company or (iv) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than a majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization.  In addition to the severance compensation described above, Messrs. Bedford, Allman, Arnell, Blank or Koscal would also be entitled to a prorated portion of his target annual incentive award for the year in which termination occurs, through the effective date of such termination.


Termination by the Company for Cause


Messrs. Bedford, Allman, Arnell, Blank and Koscal's employment agreements are terminable by the Company in the event that cause for such termination exists. If the employment agreement is terminated by the Company for cause, the executive is not entitled to any compensation following the effective date of such termination, other than payment of his base salary through the effective date of termination.








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Termination by the Company other than for Cause


If we terminate Messrs. Bedford, Allman, Arnell, Blank or Koscal's employment agreement or his employment other than for cause, we are obligated to pay the executive compensation as described above for termination upon death or by the Company for disability in 12 equal monthly installments following the termination.


Termination by Executive for Good Reason


If Messrs. Bedford, Allman, Arnell, Blank or Koscal terminates his employment agreement for good reason, we are obligated to pay as severance compensation two times the executive's base salary as then in effect plus two times his bonus paid for our last calendar year.  The severance compensation would be paid in 12 equal monthly installments following termination.  In addition to the severance compensation described above, Messrs. Bedford, Allman, Arnell, Blank or Koscal would also be entitled to a prorated portion of his target annual incentive award for the year in which termination occurs, through the effective date of such termination.


Failure to Renew


If Messrs. Bedford, Allman, Arnell, Blank or Koscal gives notice to terminate his employment at the end of the then-current term and an agreement regarding the terms of his continued employment following the end of the term is not reached, unless otherwise agreed by the Company in writing, Messrs. Bedford, Allman, Arnell, Blank or Koscal would continue to be employed and to provide services to the Company in the same manner as prior to the giving of such notice for an additional period of 90 days following the last day of the term.  During this transition period, Messrs. Bedford, Allman, Arnell, Blank or Koscal would be entitled to continue to receive his base salary and to accrue a pro-rata portion of his target bonus and would continue to participate in the Company's benefit programs.


Upon the earlier of the termination of Messrs. Bedford, Allman, Arnell, Blank or Koscal’s employment upon completion of the transition period, or the termination of his employment by the Company during the transition period other than for cause, he would be entitled to receive as severance compensation an amount equal to one times his base salary to be paid in 12 equal monthly installments following the effective date of the termination and contingent on the executive executing a release of claims that is no longer revocable.  In addition to the severance compensation described above, Messrs. Bedford, Allman, Arnell, Blank and Koscal would also be entitled to a prorated portion of his target annual incentive award for the year in which termination occurs, through the effective date of such termination.


Continuation of Medical and Travel Benefits


If we terminate Messrs. Bedford, Allman, Arnell, Blank or Koscal's employment for any reason then we will be obligated to pay to him $2,500 (in the case of Bedford, Allman, Blank and Koscal) or $1,667 (in the case of Arnell) each month for his lifetime (in the case of Bedford), 24 months (in the case of Allman, Blank and Koscal) and for 12 months (in the case of Arnell), subject to an annual upward inflation adjustment, for the cost of health insurance from a source other than the Company for himself, his spouse and his eligible dependents, provided that Messrs. Bedford, Allman, Arnell, Blank or Koscal, as the case may be, presents evidence of such insurance to the Company. The Company will begin the monthly payments to Messrs. Bedford, Allman, Arnell, Blank or Koscal 30 days after the termination of his employment and thereafter on the 15th day of each subsequent month during his lifetime.


If we terminate Messrs. Bedford, Allman, Arnell, Blank or Koscal's employment for any reason then during each year of Mr. Bedford's lifetime and a three year period for Mr. Allman, Arnell, Blank and Koscal, we will be obligated to provide Messrs. Bedford, Allman, Arnell, Blank or Koscal, as the case may be, with a Universal Air Travel Plan, Inc. (UATP) card in the amount of $20,000 (in the case of Mr. Bedford) and $10,000 (in the case of Mr. Allman, Arnell, Blank and Koscal) annually that he, his spouse and his dependents may use for travel. Messrs. Bedford, Allman, Arnell, Blank or Koscal will be responsible for any applicable taxes associated with such benefit. We will provide the UATP card within 30 days of the termination of Messrs. Bedford, Allman, Arnell, Blank or Koscal employment and thereafter each year on the anniversary of such date during Mr. Bedford's lifetime or three year period for Mr. Allman, Arnell, Blank or Koscal.





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General Terms


Termination For Cause .  We have the right to immediately terminate Messrs. Bedford, Allman, Arnell, Blank or Koscal's employment for cause if he has (i) willfully or materially refused to perform a material part of his duties, (ii) materially breached his obligations in relation to confidential information, non-competition or non-solicitation, (iii) acted fraudulently or dishonestly in his relations with the Company, (iv) committed larceny, embezzlement, conversion or any other act involving the misappropriation of our funds or assets in the course of his employment, or (v) been indicted or convicted of any felony or other crime involving an act of moral turpitude.  With respect to Messrs. Bedford, Allman, Arnell, Blank and Koscal we also have the right to immediately terminate their employment for willful or material failure to follow directions of the Board of Directors.


Termination For Good Reason .  Messrs. Bedford, Allman, Arnell, Blank or Koscal can terminate his employment for good reason upon 30 business days prior written notice and Good reason means that (i) we have materially diminished the duties and responsibilities of the executive with respect to the Company, (ii) we have relocated our principal offices more than 25 miles from Indianapolis to another location without the consent of the executive or (iii) we have materially breached the terms of the employment agreement.


Non-Competition .  Each of Messrs. Bedford, Allman, Arnell, Blank and Koscal agreed that without the prior written consent of our Board of Directors, during the term of the employment agreement and for a period of 12 months following the termination of his employment, he will not participate as an advisor, partner, joint venturer, investor, lender, consultant or in any other capacity in any business transaction (i) with respect to which he had a material personal involvement during the last 12 months of his employment or (ii) that could reasonably be expected to compete with our business or operations or proposed or contemplated business or transactions that are known by the executive as of the date of such termination and contemplated by us to proceed during the 12-month period following such termination.  Messrs. Bedford and Arnell’s agreements contain additional restrictions, including that they will not compete with the Company during any period in which the Company is providing severance compensation.


Non-Solicitation .  Each of Messrs. Bedford, Allman, Arnell, Blank and Koscal agreed that during the term of the employment agreement and for a period of 12 months following the termination of the employment, he will not, without our prior written consent, directly or indirectly, employ or retain, or have or cause any other person or entity or retain any person who was employed by us while the executive was employed by us.


Confidentiality .  Each of Messrs. Bedford, Allman, Arnell, Blank and Koscal agreed that he will not disclose any confidential information or trade secrets concerning the Company and its affiliates, their personnel or operations other than in the ordinary course of business or in any way use such information in any manner which could adversely affect the business of the Company and its affiliates.


Effect on Stock Options, Restricted Stock, Restricted Stock Units and Performance Shares.  The descriptions below detail the treatment of equity awarded to our named executive officers under different termination scenarios.


Messrs. Bedford, Allman, Arnell, Blank and Koscal





The respective employment agreements of Messrs. Bedford, Allman, Arnell, Blank and Koscal govern whether and how their equity awards would vest upon termination of their employment as set forth below.


After a change in control : If the executive’s employment is terminated by the Company other than for cause, or by the executive for good reason, in either case within 18 months after a change in control, then (i) all restricted stock, restricted stock units and outstanding options to purchase shares of the Company's common stock held by the executive on the effective date of termination that have not vested as of such date would vest immediately prior to the termination of employment and, with respect to options, would remain exercisable for a 30-day period thereafter, and (ii) the executive would receive, a pro-rata portion (based on the number of days during the applicable performance period on which the executive was employed) of the number of performance shares that would have been earned by the executive if the performance conditions related thereto were satisfied at the target level for such awards and the executive had been employed on the date required to earn such shares.





Upon death or disability, by the Company without cause, by the executive for good reason or by the executive at the end of his term of employment : If the executive’s employment is terminated upon his death or disability, by the Company without cause, by the executive for good reason or by the executive at the end of his term of employment (or by the Company without cause during the transition period after the term, as described above under the “Failure to Renew” section), then (i) restricted stock, restricted stock units and all outstanding unvested options to purchase shares of the Company's common stock, held by the executive on the effective date of termination that would have vested in accordance with their terms prior to the first anniversary of the effective





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date of the termination of employment would vest immediately following the termination of employment and, with respect to options, remain exercisable for a 30-day period thereafter, and (ii) the executive would receive, at the time when a payout with respect to any performance shares held by the executive on the effective date of termination would otherwise have been made, a pro-rata portion (based on the number of days during the applicable performance period on which the executive was employed) of the number of such performance shares that would have been earned by the executive in accordance with the terms thereof (including the satisfaction of the performance conditions related thereto based on the Company's actual performance) if the executive had been employed on the date required to earn such shares.





Termination for cause : In the event of a termination by the Company for cause, the executive would not be entitled to any special treatment with respect to equity awards.





Estimated Payouts on Termination of Employment .  The following table discloses the estimated payments and benefits that would be provided to each of Messrs. Bedford, Allman, Arnell, Blank and Koscal applying the assumptions that each of the triggering events described in their respective employment agreements took place on December 31, 2015 and their last day of employment was December 31, 2015.  The amounts shown have not been reduced for the possibility that the benefits will not be paid in full as a result of our Bankruptcy Filing in February 2016.


These amounts are in addition to benefits payable generally to salaried employees of the Company, such as distributions under the Company's 401(k) plan, disability benefits and accrued vacation pay. The amounts in the table with respect to stock options and restricted stock reflect the intrinsic value (that is, the value based on the Company's stock price, and in the case of options minus the exercise price) of the equity awards that would become exercisable or vested upon the occurrence of the various types of terminations set forth below.


Due to a number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the Company's stock price and the executive's age.


Bryan K. BedfordExecutive Benefits and Payments Upon TerminationCompany Terminates Without CauseChange in ControlTermination by Executive for Good ReasonDeath or DisabilityCash Severance$950,000$950,000$950,000$950,000Acceleration of exercisability of options(1)$—$—$—$—Acceleration of vesting of restricted shares(2)$526,934$837,719$526,934$526,934Value of Medical Benefits(3)$30,000$30,000$30,000$30,000Value of Travel Cards(4)$20,000$20,000$20,000$20,000


Joseph P. AllmanExecutive Benefits and Payments Upon TerminationCompany terminates Without CauseChange in ControlTermination by Executive for Good ReasonDeath or DisabilityCash Severance$520,000$520,000$520,000$520,000Acceleration of exercisability of options(1)$—$—$—$—Acceleration of vesting of restricted shares(2)$194,028$318,621$194,028$194,028Value of Medical Benefits(3)$30,000$30,000$30,000$30,000Value of Travel Cards(4)$10,000$10,000$10,000$10,000





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Lars-Erik ArnellExecutive Benefits and Payments Upon TerminationCompany terminates Without CauseChange in ControlTermination by Executive for Good ReasonDeath or DisabilityCash Severance$500,000$500,000$500,000$500,000Acceleration of exercisability of options(1)$—$—$—$—Acceleration of vesting of restricted shares(2)$236,617$399,881$236,617$236,617Value of Medical Benefits(3)$20,000$20,000$20,000$20,000Value of Travel Cards(4)$10,000$10,000$10,000$10,000





Ethan J. BlankExecutive Benefits and Payments Upon TerminationCompany terminates Without CauseChange in ControlTermination by Executive for Good ReasonDeath or DisabilityCash Severance$450,000$450,000$450,000$450,000Acceleration of exercisability of options(1)$—$—$—$—Acceleration of vesting of restricted shares(2)$165,139$268,588$165,139$165,139Value of Medical Benefits(3)$30,000$30,000$30,000$30,000Value of Travel Cards(4)$10,000$10,000$10,000$10,000


Matthew J. KoscalExecutive Benefits and Payments Upon TerminationCompany terminates Without CauseChange in ControlTermination by Executive for Good ReasonDeath or DisabilityCash Severance$460,000$460,000$460,000$460,000Acceleration of exercisability of options(1)$—$—$—$—Acceleration of vesting of restricted shares(2)$105,662$227,044$105,662$105,662Value of Medical Benefits(3)$30,000$30,000$30,000$30,000Value of Travel Cards(4)$10,000$10,000$10,000$10,000








|    |                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The value above represents market value of $3.93 per share minus the exercise price for all unvested options (but not less than zero).  The number of unvested options for each named executive officer is set forth in the Outstanding Equity Awards at Fiscal Year End table above.




|    |                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Represents market value of $3.93 per share minus the exercise price for all unvested restricted shares. The number of unvested shares for each named executive officer is set forth in the Outstanding Equity Awards at Fiscal Year End table above.




|    |                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Value represents estimated one year of medical benefits for Messrs Bedford, Allman, Arnell, Blank and Koscal.  The total benefit is undeterminable for Mr. Bedford, since the employment agreements for Mr. Bedford provide for continuation of medical benefits annually for life.  The total benefit for Messrs. Allman, Blank and Koscal would be $90,000 or $30,000 per year.







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|    |                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Value represents estimated one year of travel card benefits.  The total benefit is undeterminable for Mr. Bedford, since the employment agreements for Mr. Bedford provide for continuation of travel card benefits annually for life.  The total benefit for Messrs. Allman, Arnell, Blank and Koscal would be $30,000 or $10,000 per year over a three year period after termination.




On March 9, 2015, the Company announced Mr. Heller’s retirement. In connection with his retirement, on March 9, 2015 the Company and Mr. Heller entered into an Employment Transition and Separation Agreement, which supersedes Mr. Heller’s Fourth Amended and Restated Employment Agreement.  Following the Separation Date, the Company is obligated to make cash payments to Mr. Heller equal to two times his base salary plus two times his 2014 bonus, to be paid in twelve equal monthly installments.  In addition, during Mr. Heller’s lifetime, the Company will provide travel benefits in the amount of $15,000 annually and will reimburse Mr. Heller $2,500, subject to an annual upward inflation adjustment, each month for medical insurance.  In 2015, the Company paid $1,331,755 of this severance to Mr. Heller per the arrangement described.  All outstanding unvested options, restricted stock and restricted stock units of the Company that would have vested in accordance with their respective terms prior to the first anniversary of the Separation Date vested immediately upon his separation, and such options remained exercisable for a period of thirty days following the Separation Date.  In 2015, the gain related to the accelerated vesting of stock was $604,627.





On August 5, 2015, the Company announced Mr. Dooley's resignation effective September 1, 2015.  Upon termination of Mr. Dooley's services, the Company is providing Mr. Dooley with a severance benefit of a cash payment of $481,525.  The severance cash payment has currently not been paid, as the six month deferral date of this payment was after the Bankruptcy Filing in February 2016.





Non-Employee Director Compensation for 2015





The information provided below provides a description of our historical compensation philosophy, programs, and decisions prior to the Bankruptcy Filing and does not take into account the impact of the Bankruptcy Filing.  In most cases under Chapter 11, participants in equity-based compensation plans receive little or no recovery of value, and the Company does not plan to continue to distribute equity-based awards due to its Bankruptcy Filing.


The following table sets forth the payment structure of non-employee director compensation, for directors for their service as directors in 2015 .


Board Cash Retainer$50,000Lead Independent Director$25,000Audit Committee Chair Retainer$15,000Executive Committee Retainer$15,000Compensation Committee Chair Retainer$10,000Committee Member Retainer$5,000Annual Equity Award(1)$55,000(1)


(1)  The annual equity award for 2015 is equal to $55,000 of restricted stock based on the market price on the grant date.  The annual equity awards are subject to restrictions on transfer or sale of the stock that do not expire until the day the Board member leaves the Board.   Each award is subject to a minimum vesting period of one year.





The annual equity awards for 2015 took the form of restricted shares that vest upon the earliest of (a) the first anniversary of the award date, (b) the date the director retires from the Board after at least five years of service as a director, or (c) the occurrence of a change in control.  Directors are required to hold vested shares until they cease being a director of the Company.


The following table sets forth the type and amount of awards that were granted in November 2015, under the Company's 2007 Plan to the non-employee directors, who were directors during 2015 for their service as directors in 2015 .





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NameRestrictedStock AwardsDouglas J. Lambert11,728Lawrence J. Cohen11,728Mark L. Plaumann11,728Neal S. Cohen11,728Daniel P. Garton11,728Robert L. Colin11,728All current non-employee directors, as a group (6 persons)70,368





The following table sets forth the compensation paid to our non-employee directors, who were directors in 2015 for their service as directors in 2015 :


NameFees Earnedor Paidin Cash($)(1)StockAwards($)(2)(3)Total($)Lawrence J. Cohen$60,000$55,000$115,000Douglas J. Lambert$60,000$55,000$115,000Mark L. Plaumann$70,000$55,000$125,000Neal S. Cohen$90,000$55,000$145,000Daniel P. Garton$70,000$55,000$125,000Robert L. Colin$75,000$55,000$130,000





(1)    Represents (a) the annual retainer of $50,000, (b) compensation for serving on the committees, (c) compensation for serving as the chairman of the committees, as applicable, and (d) reimbursement of expenses incurred in connection with attendance at Board and committee meetings.





(2)    “Stock Awards” represent the aggregate fair value of the award computed in accordance with ASC Topic 718, on the applicable grant date or, if earlier, the service inception date.  As a result of the Bankruptcy Filing and delisting of our common stock, we anticipate that these awards will have minimal or no value.





(3)    The aggregate number of shares of restricted stock granted to non-employee directors for 2015 was 70,368 , and the aggregate number of option awards outstanding at year end was 157,818 .








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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





Security Ownership of Certain Beneficial Owners


| | 
| | 
| | 

To the knowledge of the Company, the following table sets forth certain information regarding the beneficial ownership by each person, or group of affiliated persons, who is known by us to be the beneficial owner of more than 5% of our common stock as of the date of their last Schedule 13G or 13G/A filed with the SEC.


Name and AddressSharesBeneficiallyOwnedPercentageBeneficiallyOwned(1)Axar Capital Management, LP(1)8,400,00016.9%Man Group PLC(2)5,038,6259.9%Manning and Napier Advisors, LLC(3)4,546,0928.9%Solus Alternative Asset Management LP(4)4,442,3008.7%Dimensional Fund Advisors LP(5)3,799,2757.5%





|    |                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Axar Capital Management, LP ("Axar") filed Amendment No. 1 to Schedule 13G on February 9, 2016 indicating that as of January 31, 2016, Axar or certain of its subsidiaries has sole voting and dispositive power over 8,400,000 shares.  The principal business address of Axar is 1330 Avenue of the Americas, Sixth Floor New York, New York 10019.




|    |                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Man Group, PLC ("Man Group") filed Amendment No. 1 to Schedule 13G on February 11, 2016 indicating that as of December 31, 2015, Man Group or certain of its subsidiaries has sole voting and dispositive power over 5,038,625 shares.  The principal business address of Man Group is Riverbank House, 2 Swan Lane, London, EC4R 3AD.




|    |                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Manning & Napier Advisors, LLC (“Manning & Napier”) filed Amendment No. 1 to Schedule 13G on January 12, 2016 indicating that, as of December 31, 2015, Manning & Napier has sole voting and dispositive power over 4,546,092.  The principal business address of Manning & Napier is 290 Woodcliff Drive, Fairport, New York 14450.




|    |                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Solus Alternative Asset Management LP ("Solus") filed Schedule 13G on  February 12, 2016 indicating that, as of December 31, 2015, Solus or certain of its subsidiaries has sole voting power and dispositive power over 4,442,300 shares.  The principal business address of Solus is 410 Park Avenue, 11th Floor, New York, New York 10022.




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Dimensional Fund Advisors LP (“Dimensional”) filed Amendment No. 9 to Schedule 13G on February 9, 2016 indicating that, as of December 31, 2015, Dimensional has sole voting power over 3,630,391 shares and sole dispositive power over  3,799,275 shares.  Dimensional is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trust and accounts, collectively referred to as the “Funds”).  In certain cases, subsidiaries of Dimensional may act as advisers or sub-advisers to certain Funds.  In its role as investment advisor, sub-adviser and/or manager, either Dimensional or its subsidiaries possess voting and/or investment power over the shares held by the Funds and may be deemed to be the beneficial owner of the shares held by the Funds.  However, all shares reported in the Schedule 13G are owned by the Funds.  Dimensional disclaims beneficial ownership of such shares.  The principal business address of Dimensional is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas 78746.







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Security Ownership of Management





The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 15, 2016 of:


|  |                                                                      
|- | ---------------------------------------------------------------------
|• | each named executive officer named in the summary compensation table;




|  |                           
|- | --------------------------
|• | each of our directors; and




|  |                                                 
|- | ------------------------------------------------
|• | all directors and executive officers as a group.




Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.  Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.


Name and Address(1)SharesBeneficiallyOwned(2)PercentageBeneficiallyOwned(3)Bryan K. Bedford(4)1,116,4412.2%Wayne C. Heller(5)—*Timothy P. Dooley(6)—*Lars Erik-Arnell(7)164,499*Joseph P. Allman(8)43,300*Ethan J. Blank(9)10,227*Matthew J. Koscal(10)4,000*Douglas J. Lambert(11)27,732*Lawrence J. Cohen(12)27,732*Mark L. Plaumann(13)27,732*Neal S. Cohen(14)27,732*Daniel P. Garton(15)4,695*Robert L. Colin(16)4,695*All directors and executive officers as a group (12 persons)(17)1,606,2853.2%


|  |              
|- | -------------
|* | Less than 1%.




|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Unless otherwise indicated, the address of all persons is c/o Republic Airways Holdings Inc., 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268.




|    |                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------
|(2) | As a result of the Chapter 11 filings in February 2016, we anticipate these shares will have minimal or no value.




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock when such person or persons have the right to acquire them within 60 days after April 15, 2016.  For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares which such person or persons have the right to acquire within 60 days after April 15, 2016 is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.




|    |                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Includes 724,500 shares subject to stock options, and 12,500 unvested restricted shares as to which Mr. Bedford has voting power but not investment power.




|    |                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------
|(5) | Mr. Heller retired as of March 13, 2015, and no longer has any shares that are beneficially owned as of April 15, 2016.




|    |                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------
|(6) | Mr. Dooley resigned as of September 1, 2015, and no longer has any shares that are beneficially owned as of April 15, 2016.




|    |                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|(7) | Includes 157,833 shares subject to stock options, and 6,666 unvested restricted shares as to which Mr. Arnell has voting power but not investment power.




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|    |                                                 
|--- | ------------------------------------------------
|(8) | Includes 43,300 shares subject to stock options.




|    |                                                
|--- | -----------------------------------------------
|(9) | Includes 5,834 shares subject to stock options.




|     |                                                
|---- | -----------------------------------------------
|(10) | Includes 4,000 shares subject to stock options.




|     |                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|(11) | Includes 17,500 shares subject to stock options, and 10,232 unvested restricted shares as to which Mr. Lambert has voting power but not investment power.




|     |                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(12) | Includes 17,500 shares subject to stock options, and 10,232 unvested restricted shares as to which Mr. Lawrence Cohen has voting power but not investment power.




|     |                                                                                                                                                                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(13) | Includes 17,500 shares subject to stock options, and 10,232 unvested restricted shares held by Greyhawke Capital Advisors LLC, a Delaware limited liability company, that is co-owned by Mr. Plaumann.  With respect to the unvested restricted shares, Greyhawke Capital Advisors LLC has voting power, but not investment power.




|     |                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(14) | Includes 17,500 shares subject to stock options, and 10,232 unvested restricted shares as to which Mr. Neal Cohen has voting power but not investment power.




|     |                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------
|(15) | Includes 4,695 unvested restricted shares as to which Mr. Garton has voting power but not investment power.




|     |                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------
|(16) | Includes 4,695 unvested restricted shares as to which Mr. Colin has voting power but not investment power.




|     |                                                                                                                                                                                                                                                                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(17) | Includes 1,152,697 shares subject to stock options and 11,059 unvested restricted shares as to which the holder has voting power but not investment power.  Excludes 362,035 of restricted stock units that were not vested.  Total amount also includes Paul Knistedt, Acting Chief Operating Officer, that has 147,500 shares subject to stock options.







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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Director Independence





The Board of Directors is composed of a majority of directors who satisfy the criteria for independence within the


meaning of Rule 5605(a)(2) of The NASDAQ Stock Market. In determining independence, the Board of Directors


affirmatively determines, among other items, whether the directors have any relationship that would interfere with the exercise


of independent judgment in carrying out the responsibilities of a director. Applying these independence standards, the Board of


Directors has determined that Messrs. Lawrence J. Cohen, Lambert, Neal S. Cohen, Plaumann, Colin and Garton are all


independent directors. All of the members of the Company's Audit Committee, Nominating and Governance Committee and


Compensation Committee are independent.





Review and Approval of Related Party Transactions


| | 
| | 
| | 

The Audit Committee reviews and approves or ratifies any related party transaction that is required to be disclosed in our proxy statement and/or Annual Report on Form 10-K.


In the course of its review and approval or ratification of a disclosable related party transaction, the Audit Committee considers:


|  |                                                                
|- | ---------------------------------------------------------------
|• | the nature of the related person's interest in the transaction;




|  |                                                                                                          
|- | ---------------------------------------------------------------------------------------------------------
|• | the material terms of the transaction, including, without limitation, the amount and type of transaction;




|  |                                                         
|- | --------------------------------------------------------
|• | the importance of the transaction to the related person;




|  |                                                  
|- | -------------------------------------------------
|• | the importance of the transaction to the Company;




|  |                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------
|• | whether the transaction would impair the judgment of a director or executive officer to act in the best interests of the Company; and




|  |                                                         
|- | --------------------------------------------------------
|• | any other matters the Audit Committee deems appropriate.




Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction; provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Audit Committee that considers the transaction.


There were no related party transactions considered in 2015 .








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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit and Non-Audit Fees





The Company incurred professional fees from Deloitte & Touche LLP, its principal auditor, for the following professional services:


Audit Fees .  Fees in the amount of $678,000 and $660,000 were incurred for the 2015 and 2014 audit, respectively, related to the audit of the Company's annual financial statements and internal control over financial reporting, and reviews of the Company's quarterly financial statements.


Audit-Related Fees .  Fees in the amount of $20,000 and $95,000 were paid for audit-related services in 2015 and 2014, respectively.


Tax Fees .  Fees in the amount of $27,578 and $38,124 were incurred for services provided in 2015 and 2014, respectively, related to services rendered for tax compliance, tax advice and tax planning.


All Other Fees .  There were no fees billed for any other services during 2015 and 2014.


Pre-Approval Policies





The Audit Committee is required to approve in advance any audit or non-audit services performed by the Company’s independent public accountants that do not meet the pre-approval standards established by the Audit Committee. The pre-approval policies and procedures established by the Audit Committee require that the Audit Committee meet with the independent auditors and financial management to review planning, the scope of the proposed services, the procedures to be utilized, and the proposed fees. During 2015 and 2014, all of the audit fees, audit-related fees, tax fees, and other fees were pre-approved by the Audit Committee.








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PART IV








ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES





Documents filed as part of this Amendment:


(b) Exhibits





Exhibit No.Description2.1†Stock Purchase Agreement between Falcon Acquisition Group, Inc. and Republic Airways Holdings Inc., dated as of September 30, 2013. (Incorporated by reference to the Registrant's Current Report on Form 8-K filed December 9, 2013)2.1(a)†Assignment and Assumption Agreement dated as of November 6, 2013 between Republic Airways Holdings Inc. and Frontier Airlines, Inc. (Incorporated by reference to the Registrant's Current Report on Form 8-K filed December 9, 2013)3.1Amended and Restated Certificate of Incorporation.(i)3.2Second Amended and Restated Bylaws. (Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012)4.1Specimen Stock Certificate.(i)4.2Form of Warrant to Purchase Shares of Common Stock of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc., dated as of December 22, 2004.(Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 29, 2004)4.3Form of warrant to purchase shares of common stock of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc.(i)4.4Form of warrant to purchase shares of common stock of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc.(i)10.12002 Equity Incentive Plan.(i)10.1(a)Amended and Restated 2007 Equity Incentive Plan. (Incorporated by reference to the Registrant's Form S-1 (File No. 333-193065) filed on December 23, 2013)10.2Form of Option Agreement for Non-Employee Directors.(i)10.3Form of Option Agreement for Officers.(i)10.4†Amended and Restated Air Services Agreement, dated as of June 12, 2002, by and between AMR Corporation and Chautauqua Airlines, Inc.(i)10.4(a)Letter Agreement between AMR Corporation and Chautauqua Airlines, Inc. dated July 30, 2002.(i)10.4(b)†Side Letter Agreement, dated as of March 26, 2003, by and between AMR Corporation and Chautauqua Airlines, Inc.(Incorporated by reference to the Registrant's Current Report on Form 10-Q filed on November 4, 2008)10.4(c)†Amendment to Amended and Restated Air Services Agreement, by and between AMR Corporation and Chautauqua Airlines, Inc., dated as of October 28, 2003.(i)10.4(d)†Amendment to the Amended and Restated Air Services Agreement, by and between AMR Corporation and Chautauqua Airlines, Inc., dated as of October 23, 2008. (Incorporated by reference to the Registrant's Quarterly Report on Form 8-K filed on October 29, 2007)10.4(e)†Amendment to the Amended and Restated Air Services Agreement between Chautauqua Airlines, Inc. and American Airlines Group Inc. dated as of March 1, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 1, 2014)10.5†EMB-145LR Amended and Restated Purchase Agreement Number GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of April 19, 2002.(i)10.5(a)†Partial Assignment and Assumption of Purchase Agreement GCT-025/98, by and between Republic Airways Holdings Inc. and Solitair Corp., and consented to by Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of April 7, 2002.(i)10.5(b)†Amendment Number 1 to Amended and Restated Purchase Agreement GCT-025/98 between Republic Airways Holdings Inc and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of June 7, 2002.(i)10.5(c)†Amendment Number 2 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of July 25, 2002.(i)10.5(d)†Amendment Number 3 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of December 18, 2002.(i)10.5(e)†Amendment Number 4 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of May 30, 2003.(i)





37


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10.5(f)†Amendment Number 5 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of September 30, 2003.(i)10.5(g)†Amendment Number 6 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of October 31, 2003.(i)10.5(h)†Amendment Number 7 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of December 31, 2003.(i)10.5(i)†Amendment Number 8 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of February 16, 2004.(i)10.5(j)†Amendment Number 9 to Amended and Restated Purchase Agreement GCT-025/98, by and between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of May 24, 2004.(Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-122033, which was declared effective on February 1, 2005)10.5(l)†Amendment Number 10 to Amended and Restated Purchase Agreement GCT-025/98, by and between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of January 17, 2005.(Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 21, 2005)10.5(m)†Amendment No. 11 to Amended and Restated Purchase Agreement GCT-025/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated May 31, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)10.6†Amended and Restated Letter Agreement GCT-026/98, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airways Holdings Inc., dated as of April 19, 2002.(i)10.6(a)†Amendment Number 1 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of June 7, 2002.(i)10.6(b)†Amendment Number 2 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of July 25, 2002.(i)10.6(c)†Amendment Number 3 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of August 29, 2002.(i)10.6(d)†Amendment Number 4 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of December 10, 2002.(i)10.6(e)†Amendment Number 5 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of April 30, 2003.(i)10.6(f)†Amendment Number 6 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of May 30, 2003.(i)10.6(g)†Amendment Number 7 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of December 31, 2003.(i)10.6(h)†Amendment Number 8 to Amended and Restated Letter Agreement GCT-026/98 between Republic Airways Holdings Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of March 22, 2004.(i)10.7†Loan Agreement between Chautauqua Airlines, Inc. and Agência Especial de Financiamento Industrial (FINAME), dated as of December 27, 2001. There are fourteen additional Loan Agreements which are substantially identical in all material respects except as indicated on the exhibit.(i)10.8Aircraft Security Agreement between Chautauqua Airlines, Inc. as Borrower and JPMorgan Chase Bank as Security Trustee, dated as of December 27, 2001. There are fourteen additional Aircraft Security Agreements which are substantially identical in all material respects except as indicated on the exhibit.(i)10.9Security Agreement Supplement No. 1 between Chautauqua Airlines, Inc. as Borrower and JPMorgan Chase Bank as Security Trustee, dated as of January 17, 2002. There are fourteen additional Security Agreement Supplements No. 1 which are substantially identical in all material respects except as indicated on the exhibit.(i)10.10†Securities Account Control Agreement among Chautauqua Airlines, Inc. as Debtor, Agência Especial de Financiamento Industrial (FINAME) as Lender, and JPMorgan Chase Bank as Securities Intermediary and Security Deposit Trustee, dated as of December 27, 2001. There are fourteen additional Securities Account Control Agreements which are substantially identical in all material respects except as indicated on the exhibit.(i)10.11†Security Deposit Agreement, among Chautauqua Airlines, Inc. as Debtor, Agência Especial de Financiamento Industrial (FINAME) as Lender, and JPMorgan Chase Bank as Securities Intermediary and Security Deposit Trustee, dated as of December 27, 2001. There are fourteen additional Security Deposit Agreements which are substantially identical in all material respects except as indicated on the exhibit.(i)10.12†Funding Agreement between Chautauqua Airlines, Inc. and Agência Especial de Financiamento Industrial (FINAME), dated as of December 27, 2001. There are eleven additional Funding Agreements which are substantially identical in all material respects except as indicated on the exhibit.(i)10.12(a)†First Amendment to the Funding Agreement, dated as of June 11, 2002, by and between Chautauqua Airlines, Inc. and Agência Especial de Financiamento Industrial.(i)





38


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10.13Agreement, dated as of June 7, 2002, by and between Republic Airways Holdings Inc. and Delta Air Lines, Inc.(i)10.14Amendment No. 1 to Agreement between Republic Airways Holdings Inc. and Delta Air Lines, Inc., dated October 1, 2003.(i)10.15†Delta Connection Agreement, dated as of June 7, 2002, by and among Delta Air Lines, Inc., Chautauqua Airlines, Inc., and Republic Airways Holdings Inc.(i)10.15(a)†Amendment No. 1 to Delta Connection Agreement, dated as of February 7, 2003, by and among Delta Air Lines, Inc., Chautauqua Airlines, Inc., and Republic Airways Holdings Inc.(i)10.15(b)†Amendment Number Two to Delta Connection Agreement, dated September 30, 2003, by and among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc.(i)10.15(c)†Amendment Number Three to Delta Connection Agreement, dated March, 2004, by and among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc.(i)10.15(d)†Amendment No. 4 to Delta Connection Agreement by and among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc., dated as of August 12, 2004.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)10.15(e)†Amendment Number Five to Delta Connection Agreement, as amended, among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc., dated as of December 22, 2004.(Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 29, 2004)10.15(f)†Amendment Number Six to Delta Connection Agreement, by and among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc., dated as of March 12, 2007.(Incorporated by reference to the Registrant's Current Report on Form 8-K filed on March 30, 2007)10.15(g)†Letter Agreement, by and among Delta Airlines, Inc., Republic Airways Holdings Inc., Chautauqua Airlines, Inc. and Shuttle America Corp., dated as of July 28, 2008.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2008)10.16Fourth Amended and Restated Employment Agreement, between Republic Airways Holdings Inc. and Bryan K. Bedford, dated as of May 31, 2014.  (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 7, 2014)10.17Fourth Amended and Restated Employment Agreement, dated as of May 31, 2014, by and between the Company and Wayne C. Heller. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 7, 2014)10.17(a)*Termination and Separation Agreement, dated as of March 15, 2015, by and between the Company and Wayne C. Heller.10.18Employment Agreement, dated April 12, 2011, by and between the Company and Timothy P. Dooley. (Incorporated by reference to the Registrant's Current Report on Form 8-K filed April 18, 2011)10.18(a)Amendment to Employment Agreement between Republic Airways Holdings Inc. and Timothy P. Dooley, dated as of September 24, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2013)10.18(b)Amendment to Employment Agreement between Republic Airways Holdings Inc. and Timothy P. Dooley, dated as of February 28, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 1, 2014)10.19Second Amended and Restated Employment Agreement, dated as of May 31, 2014, by and between the Company and Lars-Erik Arnell. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 7, 2014)10.20†Purchase Agreement DCT-014/2004, by and between Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of March 19, 2004.(i)10.20(a)†Amendment No. 1 to Purchase Agreement DCT-014/2004, by and between Embraer — Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of April 28, 2004.(ii)10.20(b)†Amendment No. 2 to Purchase Agreement DCT-014/2004 between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of dated July 8, 2004.(iii)10.20(c)†Amendment No. 3 to Purchase Agreement DCT-014/2004 between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of July 30, 2004.(iii)10.20(d)†Amendment No. 4 to Purchase Agreement DCT-014/2004 between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of August 11, 2004.(iii)10.20(e)†Amendment No. 5 to Purchase Agreement DCT-014/2004 between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of September 29, 2004.(iii)10.20(f)†Amendment No. 6 to Purchase Agreement DCT-014/2004 between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of November 9, 2004.(Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-122033, which was declared effective on February 1, 2005)





39


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10.20(g)†Amendment No. 7 to Purchase Agreement DCT-014/2004 between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of December 23, 2004.(Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-122033, which was declared effective on February 1, 2005)10.20(h)†Amendment No. 8 to Purchase Agreement DCT-014/2004, by and between Embraer—Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of February 28, 2005. (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)10.20(i)†Amendment No. 9 to Purchase Agreement DCT-014/2004, by and between Embraer—Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of March 31, 2005. (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)10.20(j)†Amendment No. 10 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasilicica de Aeronáutica S.A. and Republic Airline Inc., dated as of April 30, 2005. (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)10.20(k)†Amendment No. 11 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of August 30, 2005. (Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)10.20(l)†Amendment No. 12 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of October 7, 2005.(Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)10.20(m)†Amendment No. 13 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of October 18, 2005.(Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)10.20(n)†Amendment No. 14 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of November 9, 2005.(Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)10.20(o)†Amendment No. 15 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of April 24, 2006.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006)10.20(p)†Amendment No. 16 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of July 21, 2006.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)10.20(q)†Amendment No. 17 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of November 14, 2006.(Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006)10.20(r)†Amendment No. 18 to Purchase Agreement DCT-014/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of January 12, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)10.20(s)†Amendment No. 19 to Purchase Agreement DCT-014/2004 by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of June 22, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)10.20(t)†Amendment No. 20 to Purchase Agreement DCT-014/2004 by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of October 18, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.20(u)†Amendment No. 21 to Purchase Agreement DCT-014/2004 by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of June 5, 2008.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2008)10.20(v)†Amendment No. 22 to Purchase Agreement DCT-014/2004 by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of September 5, 2008.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 4, 2008)10.20(w)†Amendment No. 23 to Purchase Agreement DCT-014/2004 by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of November 10, 2008. (Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008)10.21†Letter Agreement DCT-015/2004, by and between Republic Airline Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of March 19, 2004.(i)10.21(a)†Amendment No. 1 to Letter Agreement DCT-015/2004, by and between Republic Airline Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of July 8, 2004.(Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-122033, which was declared effective on February 1, 2005)10.21(b)†Amendment No. 2 to Letter Agreement DCT-015/2004, by and between Republic Airline Inc. and Embraer-Empresa Brasileira de Aeronáutica S.A., dated as of December 23, 2004.(Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-122033, which was declared effective on February 1, 2005)





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10.21(c)†Amendment No. 3 to Letter Agreement DCT-015/2004, by and between Embraer—Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of February 28, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)10.21(d)†Amendment No. 4 to Letter Agreement DCT-015/2004, by and between Embraer—Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of April 13, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005)10.21(e)†Amendment No. 5 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasilicica de Aeronáutica S.A. and Republic Airline Inc., dated as of April 30, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)10.21(f)†Amendment No. 6 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline, Inc., dated as of October 18, 2005.(Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)10.21(g)†Amendment No. 7 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline, Inc., dated as of November 9, 2005.(Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005)10.21(h)†Amendment No. 8 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of July 21, 2006.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)10.21(i)†Amendment No. 9 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of September 19, 2006.(Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006)10.21(j)†Amendment No. 10 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline Inc., dated as of November 14, 2006.(Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006)10.21(k)†Amendment No. 11 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline inc., dated as of May 29, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 3, 2007)10.21(l)†Amendment No. 12 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline inc., dated as of June 22, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)10.21(m)†Amendment No. 13 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline inc., dated as of October 18, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.21(n)†Amendment No. 14 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline inc., dated as of June 5, 2008.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 11, 2008)10.21(o)†Amendment No. 15 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline inc., dated as of September 5, 2008.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 4, 2008)10.21(p)†Amendment No. 16 to Letter Agreement DCT-015/2004, by and between Embraer-Empresa Brasileira de Aeronáutica S.A. and Republic Airline inc., dated as of November 10, 2008.(Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008)10.22†United Express Agreement, by and between United Air Lines, Inc. and Shuttle America Corp., dated as of December 28, 2006.(Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006)10.22(a)†First Amendment to United Express Agreement, by and between United Air Lines, Inc. and Shuttle America Corp., dated as of August 21, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.22(b)†Amendment No. 7 to the United Express Agreement between Shuttle America Corporation and United Airlines, Inc. dated as of September 16, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on October 29, 2014)10.23United Express Agreement, by and between United Air Lines, Inc. and Chautauqua Airlines, Inc., dated as of February 13, 2004. (i)10.23(a)Amendment No. 1 to United Express Agreement, by and between United Air Lines, Inc. and Chautauqua Airlines, Inc., dated as of July 6, 2004.(ii)10.24Lease Agreement, by and between Chautauqua Airlines, Inc. and the Indianapolis Airport Authority, dated as of December 17, 2004.(Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-122033, which was declared effective on February 1, 2005)





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10.25†Delta Connection Agreement, dated as of January 13, 2005, by and among Delta Air Lines, Inc., Republic Airline Inc. and Republic Airways Holdings Inc.(Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 20, 2005)10.25(a)†Amendment Number One to Delta Connection Agreement, by and among Delta Air Lines, Inc., Shuttle America Corp. (as assignee of Republic Airline Inc.) and Republic Airways Holdings Inc., dated as of March 12, 2007. (Incorporated by reference to the Registrant's Current Report on Form 8-k filed on March 30, 2007)10.25(b)†Amendment Number Two to Delta Connection Agreement, by and among Delta Airlines, Inc., Shuttle America Corp. (as assignee of Republic Airline Inc.) and Republic Airways Holdings Inc., dated as of August 21, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)10.25(c)†Letter Agreement, by and among Delta Airlines, Inc., Republic Airways Holdings Inc., Chautauqua Airlines, Inc. and Shuttle America Corp., dated as of March 12, 2007. (Incorporated by reference to the Registrant's Current Report on Form 8-k filed on March 30, 2007)10.25(d)†Amendment Number Three to Delta Connection Agreement, by and among Delta Airlines, Inc., Shuttle America Corp. (as assignee of Republic Airline, Inc.) and Republic Airways Holdings, Inc., dated as of January 31, 2011. (Incorporated by reference to the Registrant's Annual Report on Form 10-K filed on March 15, 2011)10.25(e)†Amendment Number Four to Delta Connection Agreement, by and among Delta Airlines, Inc., Shuttle America Corp. (as assignee of Republic Airline, Inc.) and Republic Airways Holdings Inc., dated as of April 26, 2011.  (Incorporated by reference to the Registrant's Annual Report on Form 10-K filed on March 15, 2012, amended on January 14, 2015)10.25(f)††Amendment Number Seven to Delta Connection Agreement, by and among Delta Airlines, Inc., Shuttle America Corp. (as assignee of Republic Airline, Inc.) and Republic Airways Holdings Inc., dated as of December 11, 2014.(Incorporated by reference to the Registrant's Annual Report on Form 10-K filed on February 27, 2015)10.26Stock Purchase Agreement, dated May 6, 2005, by and among Republic Airways Holdings, inc., Shuttle America Corporation and Shuttle Acquisition LLC.(Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 9, 2005)10.27†United Express Agreement, by and between United Air Lines, Inc. and Republic Airline, Inc., dated as of February 9, 2004. (i)10.27(a)†Amendment No. 3 to United Express Agreement between United Airlines, Inc. and Republic Airline Inc. and Amendment No. 2 to United Express Agreement between United Airlines, Inc. and Chautauqua Airlines, Inc. dated as of June 22, 2005.(Incorporated by reference to the Registrant’s Registration Statement on Form S-3, file No. 333-126357, which was declared effective on July 18, 2005)10.28†Republic Jet Service Agreement, by and between US Airways, Inc. and Republic Airline Inc., dated as of September 2, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)10.28(a)†Amendment Number One to Republic Jet Service Agreement, by and between US Airways, Inc. and Republic Airline Inc., dated as of September 21, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)10.28(b)†Second Amendment to Republic Jet Service Agreement, by and between US Airways, Inc. and Republic Airline Inc., dated as of July 21, 2006.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)10.28(c)†Third Amendment to Republic Jet Service Agreement, by and between US Airways, Inc. and Republic Airline Inc., dated as of December 19, 2006.(Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006)10.28(d)††Fifth Amendment to Republic Jet Service Agreement, by and between US Airways, Inc. and Republic Airline Inc., dated as of November 6, 2014. (Incorporated by reference to the Registrant's Annual Report on Form 10-K filed on February 27, 2015)10.29†Global Aircraft Transaction Agreement, by and between Republic Airways Holdings Inc. and US Airways, Inc., dated as of September 21, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)10.30†Commuter Slot Option Agreement, by and between Republic Airways Holdings Inc. and US Airways, Inc., dated as of September 22, 2005.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)10.31†Capacity Purchase Agreement, by and between Continental Airlines, Inc., Republic Airways Holdings Inc. and Chautauqua Airlines, Inc., dated as of July 21, 2006.(Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)10.31(a)†First Amendment to the Capacity Purchase Agreement, by and among Continental Airlines, Inc., Republic Airways Holdings Inc. and Chautauqua Airlines, Inc., dated as of January 8, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)





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10.31(b)†Amendment Number Three to Continental Capacity Purchase Agreement by and among Continental Airlines, Inc., Chautauqua Airlines, Inc., and Republic Airways Holdings Inc., dated as of June 30, 2012. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 9, 2012)10.31(c)†Amendment No. 5 to the Capacity Purchase Agreement between Chautauqua Airlines, Inc. and United Airlines, Inc. dated as of March 4, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 1, 2014)10.32Evidence of Transfer of Claim by Republic Airways Holdings Inc. in favor of JPMorgan Chase Bank, N.A., dated as of April 11, 2007.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007)10.33†Purchase Agreement No. PA-C006, by and between Bombardier Inc. and Republic Airways Holdings Inc., dated as of February 24, 2010.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2010)10.34†Amended and Restated Purchase Agreement COM0190-10 by and between Embraer S.A. and Republic Airline Inc., dated as of January 23, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on April 30, 2013)10.34(a)†Amendment No. 1 to Amended and Restated Purchase Agreement COMO190-10 by and between Embraer S.A. and Republic Airline Inc., dated as of January 23, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on April 30, 2013)10.34(b)†Amendment No. 2 to Amended and Restated Purchase Agreement COMO190-10 by and between Embraer S.A. and Republic Airline Inc., dated as of January 23, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on April 30, 2013)10.34(c)†Amendment No. 3 to Amended and Restated Purchase Agreement COMO190-10 by and between Embraer S.A. and Republic Airline Inc., dated as of January 23, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on April 30, 2013)10.34(d)†Amendment No. 7 to the Amended and Restated Purchase Agreement COM0190-10 by and between Embraer S.A. and Republic Airline Inc. dated as of September 16, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on October 29, 2014)10.35†Letter Agreement COM 0191-10, by and between Embraer - Empresa Brasileira de Aeronáutica S.A. andRepublic Airline Inc., dated as of November 3, 2010.(Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 13, 2011)10.35(a)†Amendment Number One to Letter Agreement between Embraer S.A. (formerly known as Embraer - Empresa Brasileira de Aeronautica S.A.) and Republic Airline Inc., dated as of March 11, 2011.  (Incorporated by reference to the Registrant's Annual Report on Form 10-K filed on March 15, 2012)10.35(b)†Amendment Number Two to Letter Agreement between Embraer S.A. (fromerly known as Embraer - Empresa Brasileira de Aeronautica S.A.) and Republic Airline Inc., dated as of November 16, 2011.  (Incorporated by reference to the Registrant's Annual Report on Form 10-K filed on March 15, 2012)10.36Phantom Equity Investment Agreement by and among Frontier Airlines, Inc., Republic Airways Holdings Inc. and FAPAInvest, LLC, dated as of June 1, 2012. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 9, 2012)10.37The Capacity Purchase Agreement by and among Continental Airlines, Inc., Republic Airlines, Inc., and Republic Airways Holdings Inc., dated as of May 1, 2012. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 9, 2012, as amended February 25, 2013)10.37(a)†Amendment to Capacity Purchase Agreement between Republic Airline Inc. and United Airlines, Inc. dated as of September 16, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on October 29, 2014)10.38†Funding Agreement between Republic Airlines, Inc. and Agencia Especial De Financiamento Industrial-FINAME dated as of July 2, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2013)10.39†Loan Agreement between Republic Airlines, Inc. and Agencia Especial De Financiamento Industrial-FINAME dated as of July 2, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2013)10.40Security Agreement between Republic Airlines, Inc. and Wells Fargo Bank Northwest, National Association, dated as of July 2, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2013)10.41Guaranty Agreement between Republic Airlines, Inc. and Agencia Especial De Financiamento Industrial-FINAME dated as of July 2, 2013. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2013)10.42†Master Sublease Agreement between Republic Airline Inc. and FLYBE Limited dated as of September 16, 2014. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on October 29, 2014)





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10.43Credit and Guarantee Agreement between Republic Airline Inc., Republic Airways Holdings Inc. and DEUTSCHE BANK AG NEW YORK BRANCH, dated as of April 7, 2015. (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on August 7, 2015)10.44*Employment Agreement, dated November 24, 2015, by and between the Company and Joseph P. Allman.10.45*Employment Agreement, dated November 24, 2015, by and between the Company and Matthew J. Koscal.10.46*Employment Agreement, dated November 24, 2015, by and between the Company and Ethan J. Blank.10.47*Employment Agreement, dated November 24, 2015, by and between the Company and Paul K. Kinstedt.21.1Subsidiaries of Republic Airways Holdings Inc.(i)23.1*Consent of Deloitte & Touche LLP.31.1Certification by Bryan K. Bedford pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.31.2Certification by Joseph P. Allman pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.32.1*Certification by Bryan K. Bedford pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*Certification by Joseph P. Allman pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation S-T.)*Previously filed (or with respect to Exhibits 32.1 and 32.2 furnished) with our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, originally filed with the SEC on March 11, 2016, which is being amended hereby.†Portions of the indicated document have been afforded confidential treatment and have been filed separately with the Commission as required by Rule 406.††A request for confidential treatment was filed for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the Commission as required by Rule 24b-2.(i)Incorporated by reference to the Registrant’s Registration Statement on Form S-1, File No. 333-84092, which was declared effective on May 26, 2004.(ii)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.(iii)Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.

















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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





REPUBLIC AIRWAYS HOLDINGS INC.(Registrant)Dated:April 29, 2016By:/s/ Bryan K. BedfordBryan K. BedfordChairman of the Board, Chief Executive Officer and President(Principal Executive Officer)Dated:April 29, 2016By:/s/ Joseph P. AllmanJoseph P. AllmanSenior Vice President and Chief Financial Officer(Principal Financial Officer)














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