Exhibit
10.1


 


GLOBAL AVIATION HOLDINGS, INC.


AMENDED AND RESTATED


2009 LONG-TERM INCENTIVE PLAN


 

















 


GLOBAL AVIATION HOLDINGS, INC.


AMENDED AND
RESTATED


2009
LONG-TERM INCENTIVE PLAN


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION I. DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  1.1

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2 THE LONG-TERM INCENTIVE PLAN

  	
  7

  
	
   

  	
   

  
	
  2.1

  	
  PURPOSE OF
  THE PLAN

  	
  7

  
	
  2.2

  	
  STOCK SUBJECT
  TO THE PLAN

  	
  7

  
	
  2.3

  	
  ADMINISTRATION
  OF THE PLAN

  	
  7

  
	
  2.4

  	
  ELIGIBILITY
  AND LIMITS

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3 TERMS OF AWARDS

  	
  8

  
	
   

  	
   

  
	
  3.1

  	
  TERMS AND
  CONDITIONS OF ALL AWARDS

  	
  8

  
	
  3.2

  	
  TERMS AND
  CONDITIONS OF OPTIONS

  	
  10

  
	
  3.3

  	
  TERMS AND
  CONDITIONS OF STOCK APPRECIATION RIGHTS

  	
  12

  
	
  3.4

  	
  TERMS AND
  CONDITIONS OF STOCK AWARDS

  	
  13

  
	
  3.5

  	
  TERMS AND
  CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

  	
  13

  
	
  3.6

  	
  TERMS AND
  CONDITIONS OF PERFORMANCE AWARDS

  	
  13

  
	
  3.7

  	
  TERMS AND
  CONDITIONS OF RESTRICTED STOCK UNITS

  	
  14

  
	
  3.8

  	
  TREATMENT OF
  AWARDS ON TERMINATION OF SERVICE

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 4 RESTRICTIONS ON STOCK

  	
  15

  
	
   

  	
   

  
	
  4.1

  	
  ESCROW OF
  SHARES

  	
  15

  
	
  4.2

  	
  RESTRICTIONS
  ON TRANSFER

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 5 GENERAL PROVISIONS

  	
  15

  
	
   

  	
   

  
	
  5.1

  	
  WITHHOLDING

  	
  15

  
	
  5.2

  	
  CHANGES IN
  CAPITALIZATION; MERGER; LIQUIDATION

  	
  16

  
	
  5.3

  	
  CASH AWARDS

  	
  17

  
	
  5.4

  	
  COMPLIANCE
  WITH CODE

  	
  17

  
	
  5.5

  	
  RIGHT TO
  TERMINATE EMPLOYMENT OR SERVICE

  	
  17

  
	
  5.6

  	
  NON-ALIENATION
  OF BENEFITS

  	
  18

  
	
  5.7

  	
  RESTRICTIONS
  ON DELIVERY AND SALE OF SHARES; LEGENDS

  	
  18

  
	
  5.8

  	
  LISTING AND
  LEGAL COMPLIANCE

  	
  18

  
	
  5.9

  	
  TERMINATION
  AND AMENDMENT OF THE PLAN

  	
  18

  
	
  5.10

  	
  STOCKHOLDER
  APPROVAL

  	
  19

  
	
  5.11

  	
  CHOICE OF LAW

  	
  19

  
	
  5.12

  	
  EFFECTIVE
  DATE OF PLAN

  	
  19

  



 


i

















 


GLOBAL AVIATION HOLDINGS, INC.


AMENDED AND RESTATED


2009 LONG-TERM INCENTIVE PLAN


 


Global Aviation Holdings Inc.
(the “Company”) maintains the Global Aviation Holdings, Inc. 2009
Long-Term Incentive Plan which originally became effective as of June 29,
2009.  In anticipation of the initial,
underwritten public offering of the Company’s common stock; to reflect a
100-for-1 stock split and accompanying reclassification of the Company’s common
stock; and to increase the number of shares of common stock of the Company
authorized for issuance thereunder, the Company now desires to amend and
restate the Global Aviation Holdings, Inc. 2009 Long-Term Incentive Plan,
as follows:


 


SECTION I. 
DEFINITIONS


 


1.1                               Definitions.  Whenever used
herein, the masculine pronoun will be deemed to include the feminine, and the
singular to include the plural, unless the context clearly indicates otherwise,
and the following capitalized words and phrases are used herein with the
meaning thereafter ascribed:


 


(a)                                 “Affiliate” means:


 


(1)                                 Any Subsidiary or Parent;


 


(2)                                 An entity that directly or through one or more
intermediaries controls, is controlled by, or is under common control with the
Company, as determined by the Company; or


 


(3)                                 Any entity in which the Company has such a
significant interest that the Company determines it should be deemed an “Affiliate”,
as determined in the sole discretion of the Company.


 


(b)                                 “Award Agreement” means any written
agreement, contract, or other instrument or document as may from time to time
be designated by the Company as evidencing an Award granted under the Plan.


 


(c)                                  “Award Program” means a written program
established by the Committee, pursuant to which Awards are granted under the
Plan under uniform terms, conditions and restrictions set forth in such written
program.


 


(d)                                 “Awards” means, collectively, Dividend
Equivalent Rights, Incentive Stock Options, Nonqualified Stock Options,
Performance Awards, Restricted Stock Units, Stock Appreciation Rights and Stock
Awards.


 


(e)                                  “Board of Directors” means the board of
directors of the Company.


 

















 


(f)                                   “Change in Control” unless otherwise
defined by the Committee in the applicable Award Agreement, means and shall be
deemed to have occurred upon the occurrence of any one or more of the
following:


 


(1)                                 consummation of a sale or other disposition of all
or substantially all of the assets of the Company or of all of the issued and
outstanding capital stock of the Company;


 


(2)                                 the acquisition by any individual, entity, or
group (excluding any individual, entity or group which now or, prior to such
acquisition, has beneficial ownership of more than fifty percent (50%) of the
outstanding equity interests of the Company) of beneficial ownership of more
than fifty percent (50%) of the outstanding equity interests of the Company; or


 


(3)                                 the acquisition by any individual, entity, or
group (excluding MatlinPatterson) of a controlling interest (i.e. “golden share”)
that would allow such individual, entity, or group to exercise effective
control of and / or veto power with respect to the Company.


 


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


 


(h)                                 “Committee” means the committee appointed
by the Board of Directors to administer the Plan; provided that, if no such
committee is appointed, the Board of Directors in its entirety shall constitute
the Committee.  The Board of Directors
shall consider the advisability of whether the members of the Committee shall
consist solely of two or more members of the Board of Directors who are both “outside
directors” as defined in Treas. Reg. § 1.162-27(e) as promulgated by the
Internal Revenue Service and “non-employee directors” as defined in Rule 16b-3(b)(3) as
promulgated under the Exchange Act, and if applicable, who satisfy the
requirements of the national securities exchange or nationally recognized
quotation or market system on which the Stock is then traded.


 


(i)                                     “Company” means Global Aviation Holdings, Inc.,
a company incorporated under the laws of the State of Delaware.


 


(j)                                    “Disability” unless otherwise defined by
the Committee in the applicable Award Agreement or Award Program, has the same
meaning as provided in the long-term disability plan or policy maintained or,
if applicable, most recently maintained, by the Company or, if applicable, any
Affiliate of the Company for the Participant. 
If no long-term disability plan or policy was ever maintained on behalf
of the Participant or, if the determination of Disability relates to an
Incentive Stock Option, Disability means that condition described in Code Section 22(e)(3),
as amended from time to time.  In the
event of a dispute, the determination of Disability will be made by the
Committee and will be supported by advice of a physician competent in the area
to which such Disability relates.


 


2

















 


(k)                                 “Dividend Equivalent Rights” means certain
rights to receive cash payments or Stock as described in Section 3.5.


 


(l)                                     “Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time.


 


(m)                             “Exercise Price” means the exercise price
per share of Stock purchasable under an Option.


 


(n)                                 “Fair Market Value” refers to the
determination of the value of a share of Stock as of a date, determined as
follows:


 


(1)                                 if the shares of Stock are actively traded on any
national securities exchange or any nationally recognized quotation or market
system (including, without limitation, NASDAQ), Fair Market Value shall mean
the price at which Stock shall have been sold on such date, as reported by any
such exchange or system selected by the Committee on which the shares of Stock
are then traded;


 


(2)                                 if the shares of Stock are not actively traded but
are reported on any such exchange or system, Fair Market Value shall mean the
price for the Stock on such date, as reported by such exchange or system; or


 


(3)                                 if the shares of Stock are not traded or reported
on any exchange or system on such date, Fair Market Value shall mean the fair
market value of a share of Stock as determined by the Committee taking into
account such facts and circumstances deemed to be material by the Committee to
the value of the Stock in the hands of the Participant.


 


Notwithstanding the foregoing,
for purposes of Paragraph (1), (2), or (3) above, the Committee may use
the closing price as of the indicated date, the average price or value as of
the indicated date or for a period certain ending on the indicated date, the
price determined at the time the transaction is processed, the tender offer
price for shares of Stock, or any other method which the Committee determines
is reasonably indicative of the fair market value of the Stock; provided,
however, that for purposes of granting Nonqualified Stock Options or Stock
Appreciation Rights, Fair Market Value of Stock shall be determined in
accordance with the requirements of Code Section 409A, and for purposes of
granting Incentive Stock Options, Fair Market Value of Stock shall be
determined in accordance with the requirements of Code Section 422.


 


(o)                                 “Incentive Stock Option” means an incentive
stock option within the meaning of Section 422 of the Internal Revenue
Code.


 


(p)                                 “Nonqualified Stock Option” means a stock
option that is not an Incentive Stock Option.


 


3

















 


(q)                                 “Option” means a Nonqualified Stock Option
or an Incentive Stock Option.


 


(r)                                    “Over 10% Owner” means an individual who at
the time an Incentive Stock Option to such individual is granted owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its Parent or Subsidiaries, determined by applying the
attribution rules of Code Section 424(d).


 


(s)                                   “Parent” means any corporation (other than
the Company) in an unbroken chain of corporations ending with the Company if,
with respect to Incentive Stock Options, at the time of the granting of the
Option, each of the corporations other than the Company owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.  A Parent shall include any entity other than
a corporation to the extent permissible under Section 424(f) or
regulations and rulings thereunder.


 


(t)                                    “Participant” means an individual who
receives an Award hereunder.


 


(u)                                 “Performance Award” refers to a performance
award as described in Section 3.6.


 


(v)                                 “Performance Goals” means any one or more
of the following performance goals, intended by the Committee to constitute
objective goals for purposes of Code Section 162(m), either individually,
alternatively or in any combination, applied to either the Company as a whole
or to a business unit or Affiliate, either individually, alternatively or in
combination, and measured either quarterly, annually or cumulatively over a
period of quarters or years, on an absolute basis or relative to a
pre-established target, to previous quarters’ or years’ results or to a
designated comparison group, in each case as specified by the Committee in the
Award:


 


(i)                                     earnings per share;


 


(ii)                                  asset/credit quality;


 


(iii)                               net income;


 


(iv)                              total revenue;


 


(v)                                 balance sheet growth;


 


(vi)                              total shareholder return;


 


(vii)                           return on average total equity;


 


(viii)                        return on average common equity;


 


(ix)                              return on average assets;


 


4

















 


(x)                                 market share;


 


(xi)                              profit margin;


 


(xii)                           stock price;


 


(xiii)                        efficiency ratio;


 


(xiv)                       productivity of employees as measured by revenues, costs, or net income
per employee;


 


(xv)                          cost reduction goals;


 


(xvi)                       EBITDA;


 


(xvii)                    EBITDAR; and


 


(xviii)                 any combination of the foregoing.


 


The Committee may appropriately
adjust any evaluation of performance under a Performance Goal to remove the
effect of equity compensation expense under Financial Accounting Standard 123R;
amortization of acquired technology and intangibles; asset write-downs;
litigation or claim judgments or settlements; changes in or provisions under
tax law, accounting principles or other such laws or provisions affecting
reported results; accruals for reorganization and restructuring programs;
discontinued operations; and any items that are extraordinary, unusual in
nature, non-recurring or infrequent in occurrence, except where such action
would result in the loss of the otherwise available exemption of the Award
under Section 162(m) of the Code, if applicable.


 


(w)                               “Performance Period” means, with respect to
an Award, a period of time within which the Performance Goals relating to such
Award are to be measured. The Performance Period will be established by the
Committee at the time the Award is granted.


 


(x)                                 “Plan” means the Global Aviation Holdings, Inc.
Amended and Restated 2009 Long-Term Incentive Plan.


 


(y)                                 “Restricted Stock Units” refers to the
rights described in Section 3.7.


 


(z)                                  “Separation from Service” shall mean a
termination of a Participant’s employment or other service relationship with
the Company, subject to the following requirements:


 


(1)                                 in the case of a Participant who is an employee of
the Company, a termination of the Participant’s employment where either (A) the
Participant has ceased to perform any services for the Company and all
affiliated companies that, together with the Company, constitute the “service
recipient” within the meaning of Code Section 409A (collectively, the “Service
Recipient”) or (B) the level of


 


5
















 


bona fide services the
Participant performs for the Service Recipient after a given date (whether as
an employee or as an independent contractor) permanently decreases (excluding a
decrease as a result of military leave, sick leave, or other bona fide leave of
absence if the period of such leave does not exceed six months, or if longer,
so long as the Participant retains a right to reemployment with the Service
Recipient under an applicable statute or by contract) to no more than twenty
percent (20%) of the average level of bona fide services performed for the
Service Recipient (whether as an employee or an independent contractor) over
the immediately preceding 36-month period (or the full period of service if the
Participant has been providing services to the Service Recipient for less than
36 months); or


 


(2)           in the case of a Participant who is an independent
contractor engaged by the Service Recipient, a termination of the Participant’s
service relationship with the Service Recipient where (A) the contract (or
in the case of more than one contract, all contracts) under which services are
performed for the Service Recipient expires, if the expiration constitutes a
good-faith and complete termination of the contractual relationship; or (B) with
respect to amounts payable to the Participant under an Award upon the
termination of the independent contractor’s relationship with the Service
Recipient, no amount will be paid to the Participant before a date that is at
least twelve (12) months after the day on which the contract expires under
which the Participant performs services for the Service Recipient (or, in the
case of more than one contract, all such contracts expire), and no amount
payable to the Participant on that date will be paid to the Participant if, after
the expiration of the contract (or contracts) and before that date, the
Participant performs services for the Service Recipient as an independent
contractor or an employee; or


 


(3)           in any case, as may otherwise be permitted under
Code Section 409A.


 


(aa)         “Stock” means the Company’s common stock.


 


(bb)         “Stock Appreciation Right” means a stock
appreciation right described in Section 3.3.


 


(cc)         “Stock Award” means a stock award described
in Section 3.4.


 


(dd)         “Subsidiary” means any corporation (other
than the Company) in an unbroken chain of corporations beginning with the
Company if, at the relevant time, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.  With
respect to Incentive Stock Options, a “Subsidiary” shall include any entity
other than a corporation to the extent permissible under Section 424(f) or
regulations or rulings thereunder.


 


6

















 


(ee)         “Termination of Employment” means the
termination of the employment relationship between a Participant and the
Company and its Affiliates, regardless of whether severance or similar payments
are made to the Participant for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability or
retirement.  The Committee will, in its
absolute discretion, determine the effect of all matters and questions relating
to a Termination of Employment as it affects an Award, including, but not by
way of limitation, the question of whether a leave of absence constitutes a
Termination of Employment.


 


SECTION 2  THE
LONG-TERM INCENTIVE PLAN


 


2.1           Purpose of the Plan.  The Plan is intended to (a) provide
incentives to certain officers, employees, directors, consultants,  and other service providers of the Company and its
Affiliates to stimulate their efforts toward the continued success of the
Company and to operate and manage the business in a manner that will provide
for the long-term growth and profitability of the Company; (b) encourage
stock ownership by certain officers, employees, directors, consultants, and
other service providers by providing them with a means to acquire a proprietary
interest in the Company, acquire shares of Stock, or to receive compensation
which is based upon appreciation in the value of Stock; and (c) provide a
means of obtaining, rewarding and retaining officers, employees, directors,
consultants, and other service providers.


 


2.2           Stock Subject to the Plan.  Subject to adjustment in accordance with
Section 5.2, Seven Million Five Hundred Thousand (7,500,000) shares of
Stock (the “Maximum Plan Shares”) are hereby reserved exclusively for issuance
upon exercise, settlement, or payment pursuant to Awards, all or any of which
may be pursuant to any one or more Awards, including without limitation, Incentive
Stock Options. Shares of Stock shall not be deemed to have been issued pursuant
to the Plan with respect to any portion of an Award that is settled in
cash.  The shares of Stock attributable
to the nonvested, unpaid, unexercised, unconverted or otherwise unsettled
portion of any Award that is forfeited or cancelled or expires or terminates
for any reason without becoming vested, paid, exercised, converted or otherwise
settled in full will again be available for purposes of the Plan.  For purposes of determining the number of
shares of Stock issued upon the exercise, settlement or grant of an Award under
this Section, any shares of Stock withheld to satisfy tax withholding
obligations or the Exercise Price shall be considered issued under the Plan.


 


2.3           Administration of the Plan.   The
Plan is administered by the Committee.  The Committee has full authority
in its discretion to determine the officers, employees, directors, consultants,
and other service providers of the Company or its Affiliates to whom Awards
will be granted and the terms and provisions of Awards, subject to the Plan.  Subject to the provisions of the Plan, the
Committee has full and conclusive authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan;
to determine the terms and provisions of the respective Award Agreements and to
make all other determinations necessary or advisable for the proper
administration of the Plan.  The Committee’s determinations under the Plan
need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, Awards under the Plan (whether or not such
persons are similarly 


 


7

















 


situated).  The Committee’s
decisions are final and binding on all Participants.  Each member of the Committee shall serve at the
discretion of the Board of Directors and the Board of Directors may from time
to time remove members from or add members to the Committee.  Vacancies on the Committee shall be filled by
the Board of Directors.


 


2.4           Eligibility and Limits.  Awards may be granted only to officers,
employees, directors, consultants, and other service providers of the Company
or any Affiliate of the Company; provided, however, that an Incentive Stock
Option may only be granted to an employee of the Company or any Parent or Subsidiary,
and a Nonqualified Stock Option or a Stock Appreciation Right may only be
granted to an employee, director, consultant or any other service provider of
the Company or any of its Subsidiaries. 
In the case of Incentive Stock Options, the aggregate Fair Market Value
(determined as of the date an Incentive Stock Option is granted) of Stock with
respect to which stock options intended to meet the requirements of Code Section 422
become exercisable for the first time by an individual during any calendar year
under all plans of the Company and its Parents and Subsidiaries may not exceed
$100,000; provided further, that if the limitation is exceeded, the Incentive
Stock Option(s) which cause the limitation to be exceeded will be treated
as Nonqualified Stock Option(s).  To the
extent required under Section 162(m) of the Code and the regulations
thereunder, as applicable, for compensation to be treated as qualified
performance-based compensation, subject to adjustment in accordance with Section 5.2,
the maximum number of shares of Stock with respect to which (a) Options, (b) Stock
Appreciation Rights, or (c) other Awards (other than Performance Awards
that are payable in cash), to the extent they are granted with the intent that
they qualify as qualified performance-based compensation under Section 162(m) of
the Code, may be granted during any calendar year to any employee may not
exceed Two Million (2,000,000), and the maximum aggregate dollar amount that
may be paid in any calendar year to any employee with respect to Performance
Awards that are payable in cash may not exceed Three Million Dollars
($3,000,000).  If, after grant, an Option
or Stock Appreciation Right is cancelled, the shares subject to the cancelled Award
shall continue to be counted against the maximum number of shares for which
Options and Stock Appreciation Rights may be granted to an employee as
described in this Section 2.4.


 


SECTION 3  TERMS
OF AWARDS


 


3.1           Terms and Conditions of All Awards.


 


(a)           The number of shares of Stock as to which an Award may
be granted or the amount of an Award will be determined by the Committee in its
sole discretion, subject to the provisions of Section 2.2 as to the total
number of shares available for grants under the Plan and subject to the limits in
Section 2.4.


 


(b)           Each Award will either be evidenced by an Award
Agreement in such form and containing such terms, conditions and restrictions
as the Committee may determine to be appropriate, including without limitation,
Performance Goals or other performance criteria, if any, that must be achieved
as a condition to vesting or settlement of the Award, or be made subject to the
terms of an Award Program, containing such 


 


8

















 


terms, conditions and
restrictions as the Committee may determine to be appropriate, including
without limitation, Performance Goals or other performance criteria, if any,
that must be achieved as a condition to vesting or settlement of the
Award.  Performance Goals, if any, shall
be established before twenty-five percent (25%) of the Performance Period has
elapsed, but in no event later than within ninety (90) days after the first day
of a Performance Period. At the time any Performance Goals are established, the
outcome as to whether the Performance Goals will be met must be substantially
uncertain. If any Performance Goals are established as a condition to vesting
or settlement of an Award and such Performance Goal is not based solely on the
increase in the Fair Market Value of the Stock, the Committee shall certify in
writing that the applicable Performance Goals were in fact satisfied before
such Award is vested or settled, as applicable. 
Each Award Agreement or Award Program is subject to the terms of the
Plan and any provisions contained in the Award Agreement or Award Program that
are inconsistent with the Plan are null and void.  To the extent an Award is subject to
Performance Goals with the intent that the Award constitute performance-based
compensation under Code Section 162(m), the Committee shall comply with
all applicable requirements under Code Section 162(m) and the rules and
regulations promulgated thereunder in granting, modifying, and settling such
Award.  The Committee may, but is not
required to, structure any Award so as to qualify as performance-based
compensation under Code Section 162(m).


 


(c)           The date as of which an Award is granted will be the
date on which the Committee has approved the terms and conditions of the Award
and has determined the recipient of the Award and the number of shares, if any,
covered by the Award, and has taken all such other actions necessary to
complete the grant of the Award, or such later date as may be specified in the
approval of such Award.


 


(d)           Any Award may be granted in connection with all or any
portion of a previously or contemporaneously granted Award.  Exercise or vesting of an Award granted in
connection with another Award may result in a pro rata surrender or
cancellation of any related Award, as specified in the applicable Award Agreement
or Award Program.


 


(e)           Awards are not transferable or assignable except by will
or by the laws of descent and distribution governing the State in which the
Participant was domiciled at the time of the Participant’s death, and are
exercisable, during the Participant’s lifetime, only by the Participant; or in
the event of the Disability of the Participant, by the legal representative of
the Participant; or in the event of death of the Participant, by the legal
representative of the Participant’s estate or if no legal representative has
been appointed within ninety (90) days of the Participant’s death, by the
person(s) taking under the laws of descent and distribution governing the
State in which the Participant was domiciled at the time of the Participant’s
death; except to the extent that the Committee may provide otherwise as to any
Awards other than Incentive Stock Options.


 


(f)            After the date of grant of an Award, the Committee
may, in its sole discretion, modify the terms and conditions of an Award,
except to the extent that such modification would be inconsistent with other
provisions of the Plan or would adversely 


 


9

















 


affect the rights of a
Participant under the Award (except as otherwise permitted under the Plan).


 


3.2           Terms and Conditions of Options.  Each Option granted under the Plan must be
evidenced by an Award Agreement.  At the
time any Option is granted, the Committee will determine whether the Option is
to be an Incentive Stock Option described in Code Section 422 or a
Nonqualified Stock Option, and the Option must be clearly identified as to its
status as an Incentive Stock Option or a Nonqualified Stock Option.  Incentive Stock Options may only be granted
to employees of the Company or any Subsidiary or Parent.  At the time any Incentive Stock Option
granted under the Plan is exercised, the Company will be entitled to legend the
certificates representing the shares of Stock purchased pursuant to the Option
to clearly identify them as representing the shares purchased upon the exercise
of an Incentive Stock Option.  An
Incentive Stock Option may only be granted within ten (10) years from the
earlier of the date the Plan is adopted or approved by the Company’s
stockholders.


 


(a)           Option Price. The Committee shall determine the Exercise Price of an
Option, which shall be specified in the applicable Award Agreement.  The Exercise Price may never be less than the
Fair Market Value (or one hundred and ten percent (110%) of Fair Market Value
in the case of an Incentive Stock Option granted to an Over 10% Owner) of a
share of Stock determined as of the date of grant, subject to adjustment in
accordance with Section 5.2.


 


(b)           Option Term.  Any Incentive
Stock Option granted to a Participant who is not an Over 10% Owner is not
exercisable after the expiration of ten (10) years after the date the
Option is granted.  Any Incentive Stock
Option granted to an Over 10% Owner is not exercisable after the expiration of
five (5) years after the date the Option is granted.  The term of any Nonqualified Stock Option
shall be as specified in the applicable Award Agreement, but in any event shall
not exceed ten (10) years after the date the Nonqualified Stock Option is
granted.


 


(c)           Payment.  Payment for all shares of Stock purchased
pursuant to exercise of an Option will be made in any form or manner authorized
by the Committee in the Award Agreement or by amendment thereto, including, but
not limited to, cash, cash equivalents, or, if the Award Agreement provides, but
in any case subject to such procedures or restrictions as the Committee may
impose:


 


(i)            by delivery to the Company of a number of shares
of Stock owned by the holder having an aggregate Fair Market Value of not less
than the product of the Exercise Price multiplied by the number of shares the
Participant intends to purchase upon exercise of the Option on the date of
delivery;


 


(ii)           in a cashless exercise through a broker, except if
and to the extent prohibited by law as to officers and directors, including
without limitation, the Sarbanes-Oxley Act of 2002, as amended; or


 


10

















 


(iii)          by having a number of shares of Stock withheld,
the Fair Market Value of which as of the date of exercise is sufficient to satisfy
the Exercise Price.


 


In its discretion, the Committee
also may authorize (at the time an Option is granted or thereafter) Company
financing to assist a Participant with payment of the Exercise Price on such
terms as may be offered by the Committee in its discretion, except to the
extent prohibited by law, including, but not limited to, restrictions
applicable to executive officers and directors under the Sarbanes-Oxley Act of
2002, as amended.  Payment must be made
at the time that the Option or any part thereof is exercised, and no shares may
be issued or delivered upon exercise of an Option until full payment has been
made by the Participant.  The holder of an Option, as such, has none of
the rights of a stockholder.


 


(d)           Conditions to the Exercise of an Option.  Each Option granted under the Plan is
exercisable by whom, at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee specifies in the Award
Agreement; provided, however, that subsequent to the grant of an Option, the
Committee, at any time before complete termination of such Option, may modify
the terms of an Option to the extent not prohibited by the terms of the Plan,
including, without limitation, accelerating the time or times at which such Option
may be exercised in whole or in part, including, without limitation, upon a
Change in Control and may permit the Participant or any other designated person
to exercise the Option, or any portion thereof, for all or part of the
remaining Option term, notwithstanding any provision of the Award Agreement or
Award Program to the contrary.


 


(e)           Termination of Incentive Stock Option.  With respect to an Incentive Stock Option,
in the event of Termination of Employment of a Participant, the Option or
portion thereof held by the Participant which is unexercised will expire,
terminate, and become unexercisable no later than the expiration of three (3) months
after the date of Termination of Employment; provided, however, that in the
case of a holder whose Termination of Employment is due to death or Disability,
one (1) year will be substituted for such three (3) month period;
provided, further that such time limits may be exceeded by the Committee under
the terms of the grant, in which case, the Incentive Stock Option will be a
Nonqualified Option if it is exercised after the time limits that would
otherwise apply. For purposes of this Subsection (e), a Termination of
Employment of the Participant will not be deemed to have occurred if the
Participant is employed by another corporation (or a parent or subsidiary
corporation of such other corporation) which has assumed the Incentive Stock
Option of the Participant in a transaction to which Code Section 424(a) is
applicable.


 


(f)            Special Provisions for Certain Substitute Options.  Notwithstanding anything to the contrary in
this Section 3.2, any Option issued in substitution for an option
previously issued by another entity, which substitution occurs in connection
with a transaction to which Code Section 424(a) is applicable, may
provide for an exercise price computed in accordance with such Code Section and
the regulations thereunder and may contain such other terms and conditions as
the Committee may prescribe to cause such substitute Option to contain as
nearly as possible the same terms and conditions 


 


11

















 


(including the applicable
vesting and termination provisions) as those contained in the previously issued
option being replaced thereby.


 


(g)           No Reload Grants.  Options shall
not be granted under the Plan in consideration for and shall not be conditioned
upon the delivery of shares of Stock to the Company in payment of the exercise
price and/or tax withholding obligation under any other option held by a
Participant.


 


(h)           No Repricing.  Except as
provided in Section 5.2, without the approval of the Company’s
stockholders the Exercise Price of an Option may not be reduced, directly or
indirectly, after the grant of the Option, including any surrender of the
Option in consideration of, or in exchange for, the grant of a new Option
having an exercise price below that of the Option that was surrendered.


 


3.3           Terms and Conditions of Stock Appreciation Rights.  Each
Stock Appreciation Right granted under the Plan must be evidenced by an Award
Agreement.  A Stock Appreciation Right entitles the Participant to receive
the excess of (1) the Fair Market Value of a specified or determinable
number of shares of the Stock at the time of payment or exercise over (2) a
specified or determinable price,  which may not
be less than the Fair Market Value on the date of grant.   A Stock Appreciation Right granted in
connection with an Award may only be exercised to the extent that the related
Award has not been exercised, paid or otherwise settled.


 


(a)           Settlement.  Upon settlement
of a Stock Appreciation Right, the Company must pay to the Participant, at the
discretion of the Committee, the appreciation in cash or shares of Stock
(valued at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Award Agreement or, in the absence of such provision, as the
Committee may determine.


 


(b)           Conditions to Exercise.  The term of any
Stock Appreciation Right shall be as specified in the applicable Award
Agreement, but in any event shall not exceed ten (10) years after the date
the Stock Appreciation Right is granted. 
Subject to the preceding sentence, each Stock Appreciation Right granted
under the Plan is exercisable or payable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee
specifies in the Award Agreement; provided, however, that subsequent to the
grant of a Stock Appreciation Right, the Committee, at any time before complete
termination of such Stock Appreciation Right, may accelerate the time or times
at which such Stock Appreciation Right may be exercised or paid in whole or in
part.


 


(c)           No Repricing.  Except as
provided in Section 5.2, without the approval of the Company’s
stockholders, the price of a Stock Appreciation Right may not be reduced,
directly or indirectly, after the grant of the Stock Appreciation Right,
including any surrender of the Stock Appreciation Right in consideration of, or
in exchange for, the grant of a new Stock Appreciation Right having a price
below that of the Stock Appreciation Right that was surrendered.


 


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3.4           Terms and Conditions of Stock Awards.  The
number of shares of Stock subject to a Stock Award and restrictions or
conditions on such shares, if any, will be as the Committee determines, and the
certificate for such shares will bear evidence of any restrictions or
conditions.  Subsequent to the date of the grant of the Stock Award, the
Committee has the power to permit, in its discretion, an acceleration of the
expiration of an applicable restriction period with respect to any part or all
of the shares granted to a Participant. 
The Committee may require a cash payment from the Participant in an
amount no greater than the aggregate Fair Market Value of the shares of Stock
granted determined at the date of grant in exchange for the grant of a Stock
Award or may grant a Stock Award without the requirement of a cash payment.


 


3.5           Terms and Conditions of Dividend Equivalent Rights.  A
Dividend Equivalent Right entitles the Participant to receive payments from the
Company in an amount determined by reference to any cash dividends paid on a
specified number of shares of Stock to Company stockholders of record during
the period such rights are effective. 
The Committee may impose such restrictions and conditions on any Dividend
Equivalent Right as the Committee in its discretion shall determine, including
the date any such right shall terminate and may reserve the right to terminate,
amend or suspend any such right at any time.


 


(a)           Payment.  Payment in
respect of a Dividend Equivalent Right may be made by the Company in cash or
shares of Stock (valued at Fair Market Value as of the date payment is owed) as
provided in the Award Agreement or Award Program, or, in the absence of such
provision, as the Committee may determine.


 


(b)           Conditions to Payment.  Each Dividend
Equivalent Right granted under the Plan is payable at such time or times, or
upon the occurrence of such event or events, and in such amounts, as the
Committee specifies in the applicable Award Agreement or Award Program;
provided, however, that subsequent to the grant of a Dividend Equivalent Right,
the Committee, at any time before complete termination of such Dividend
Equivalent Right, may accelerate the time or times at which such Dividend
Equivalent Right may be paid in whole or in part.


 


3.6           Terms and Conditions of Performance Awards.  A
Performance Award shall entitle the Participant to receive, at a specified
future date, payment of an amount equal to all or a portion of either (i) the
value of a specified or determinable number of units (stated in terms of a
designated or determinable dollar amount per unit) granted by the Committee, or
(ii) a percentage or multiple of a specified amount determined by the
Committee.  At the time of the grant, the
Committee must determine the base  value of each unit; the number of units subject to a
Performance Award, the specified amount and the percentage or multiple of the
specified amount, as may be applicable; and the Performance Goals applicable to
the determination of the ultimate payment value of the Performance Award. The
Committee may provide for an alternate base value for each unit or an alternate
percentage or multiple under certain specified conditions.


 


(a)           Payment.  Payment in
respect of Performance Awards may be made by the Company in cash or shares of
Stock (valued at Fair Market Value as of the date payment is owed) as provided
in the applicable Award Agreement or Award Program or, in the absence of such
provision, as the Committee may determine.


 


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(b)           Conditions to Payment.  Each
Performance Award granted under the Plan shall be payable at such time or
times, or upon the occurrence of such event or events, and in such amounts, as
the Committee may specify in the applicable Award Agreement or Award Program;
provided, however, that subsequent to the grant of a Performance Award, the
Committee, at any time before complete termination of such Performance Award,
may accelerate the time or times at which such Performance Award may be paid in
whole or in part.


 


3.7           Terms and Conditions of Restricted Stock Units. 
Restricted Stock Units shall entitle the Participant to receive, at a
specified future date or event, payment of an amount equal to all or a portion
of the Fair Market Value of a specified number of shares of Stock at the end of
a specified period.  At the time of the
grant, the Committee will determine the factors which will govern the portion
of the Restricted Stock Units so payable, including, at the discretion of the
Committee, any performance criteria, including any Performance Goals, that must
be satisfied as a condition to payment. 
Restricted Stock Unit Awards containing performance criteria, including
any Performance Goals, may be designated as performance share awards.


 


(a)           Payment.  Payment in
respect of Restricted Stock Units may be made by the Company, at the discretion
of the Committee, in cash or shares of Stock (valued at Fair Market Value as of
the date payment is owed) as provided in the applicable Award Agreement or
Award Program, or, in the absence of such provision, as the Committee may
determine.


 


(b)           Conditions to Payment.  Each Restricted
Stock Unit granted under the Plan is payable at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee may
specify in the applicable Award Agreement or Award Program; provided, however,
that subsequent to the grant of a Restricted Stock Unit, the Committee, at any
time before complete termination of such Restricted Stock Unit, may accelerate the
time or times at which such Restricted Stock Unit may be paid in whole or in
part.


 


3.8           Treatment of Awards on Termination of Service.  Except as
otherwise provided by Plan Section 3.2(e), any Award under this Plan to a
Participant who has experienced a Termination of Employment, Separation from
Service, or termination of some other service relationship with the Company and
its Affiliates may be cancelled, accelerated, paid or continued, as provided in
the applicable Award Agreement or Award Program, or, as the Committee may
otherwise determine to the extent not prohibited by the Plan.  The portion of any Award exercisable in the
event of continuation or the amount of any payment due under a continued Award
may be adjusted by the Committee to reflect the Participant’s period of service
from the date of grant through the date of the Participant’s Termination of
Employment, Separation from Service or termination of some other service
relationship or such other factors as the Committee determines are relevant to
its decision to continue the Award.


 


14

















 


SECTION 4 
RESTRICTIONS ON STOCK


 


4.1           Escrow of Shares.  Any
certificates representing the shares of Stock issued under the Plan will be
issued in the Participant’s name, but, if the applicable Award Agreement or
Award Program so provides, the shares of Stock will be held by a custodian
designated by the Committee (the “Custodian”). 
Each applicable Award Agreement or Award Program providing for transfer
of shares of Stock to the Custodian may require a Participant to complete an
irrevocable stock power appointing the Custodian or the Custodian’s designee as
the attorney-in-fact for the Participant for the term specified in the
applicable Award Agreement or Award Program, with full power and authority in
the Participant’s name, place and stead to transfer, assign and convey to the
Company any shares of Stock held by the Custodian for such Participant, if the
Participant forfeits the shares under the terms of the applicable Award
Agreement or Award Program.  During the period that the Custodian holds
the shares subject to this Section, the Participant is entitled to all rights,
except as provided in the applicable Award Agreement or Award Program,
applicable to shares of Stock not so held. 
Any dividends declared on shares of Stock held by the Custodian must, as
provided in the applicable Award Agreement or Award Program, be paid directly
to the Participant or, in the alternative, be retained by the Custodian or by
the Company until the expiration of the term specified in the applicable Award
Agreement or Award Program and shall then be delivered, together with any
proceeds, with the shares of Stock to the Participant or to the Company, as
applicable.


 


4.2           Restrictions on Transfer.  The
Participant does not have the right to make or permit to exist any disposition
of the shares of Stock issued pursuant to the Plan except as provided in the
Plan or the applicable Award Agreement or Award Program.  Any disposition of the shares of Stock issued
under the Plan by the Participant not made in accordance with the Plan or the
applicable Award Agreement or Award Program will be void.  The Company will not recognize, or have the
duty to recognize, any disposition not made in accordance with the Plan and the
applicable Award Agreement or Award Program, and the shares so transferred will
continue to be bound by the Plan and the applicable Award Agreement or Award
Program.


 


SECTION 5 
GENERAL PROVISIONS


 


5.1           Withholding.  The Company shall deduct from all cash
distributions under the Plan any taxes required to be withheld by federal,
state or local government.  Whenever the
Company proposes or is required to issue or transfer shares of Stock under the
Plan or upon the vesting of any Stock Award, the Company has the right to
require the recipient to remit to the Company an amount sufficient to satisfy
any federal, state and local tax withholding requirements prior to the delivery
of any certificate or certificates for such shares or the vesting of such Stock
Award.  A Participant may satisfy the
withholding obligation in cash, cash equivalents, or if and to the extent the
applicable Award Agreement, Award Program, or Committee procedure so provides,
a Participant may elect to have the number of shares of Stock he is to receive
reduced by, or tender back to the Company, the smallest number of whole shares
of Stock which, when multiplied by the Fair Market Value of the shares of
Stock, is sufficient to satisfy federal, state and local, if any, withholding
obligation arising from exercise or payment of an Award.


 


15

















 


5.2           Changes in Capitalization; Merger; Liquidation.


 


(a)           The number of shares of Stock reserved for the grant of
Options, Dividend Equivalent Rights, Performance Awards, Restricted Stock
Units, Stock Appreciation Rights and Stock Awards; the number of shares of
Stock reserved for issuance upon the exercise, settlement, or payment, as
applicable, of each outstanding Option, Dividend Equivalent Right, Performance
Award, Restricted Stock Unit and Stock Appreciation Right and upon vesting,
settlement, or grant, as applicable, of each Stock Award; the Exercise Price of
each outstanding Option, the threshold price of each outstanding Stock Appreciation
Right, the specified number of shares of Stock to which each outstanding
Option, Dividend Equivalent Right, Performance Award, Restricted Stock Unit,
Stock Appreciation Right, and Stock Award pertains, and the maximum number of
shares as to which Options, Stock Appreciation Rights, and other Awards may be
granted to an employee during any calendar year, shall be proportionately
adjusted for any nonreciprocal transaction between the Company and the holders
of capital stock of the Company that causes the per share value of the shares
of Stock underlying an Award to change, such as a stock dividend, stock split,
spinoff, rights offering, or recapitalization through a large, nonrecurring
cash dividend (each, an “Equity Restructuring”).


 


(b)           In the event of a merger, consolidation, reorganization,
extraordinary dividend, sale of substantially all of the Company’s assets,
other change in capital structure of the Company, tender offer for shares of
Stock, or a Change in Control, that in each case does not constitute an Equity
Restructuring, the Committee may make such adjustments with respect to Awards
and take such other action as it deems necessary or appropriate, including,
without limitation, the substitution of new Awards, the assumption of awards not
originally granted under the Plan, or the adjustment of outstanding Awards, the
acceleration of Awards, the removal of restrictions on outstanding Awards, or
the termination of outstanding Awards in exchange for the cash value determined
in good faith by the Committee of the vested and/or unvested portion of the
Award, all as may be provided in the applicable Award Agreement or, if not
expressly addressed therein, as the Committee subsequently may determine in its
sole discretion. Any adjustment pursuant to this Section 5.2 may provide,
in the Committee’s discretion, for the elimination without payment therefor of
any fractional shares that might otherwise become subject to any Award, but
except as set forth in this Section may not otherwise diminish the then
value of the Award.


 


(c)           Notwithstanding any other provision of this Plan to the
contrary, in taking any action pursuant to Subsection (a) or (b) with
respect to a Nonqualified Stock Option or a Stock Appreciation Right, the
Committee shall consider any provisions of Code Section 409A and the
regulations thereunder that are required to be followed as a condition of the
Nonqualified Stock Option and the Stock Appreciation Right not being treated as
the grant of a new Option or Stock Appreciation Right or a change in the form
of payment.  Any adjustment described in
the preceding sentence may include a substitution in whole or in part of other
equity securities of the issuer and the class


 


16

















 


involved in such Equity
Restructuring in lieu of the shares of Stock that are subject to the Award.


 


(d)           The existence of the Plan and the Awards granted
pursuant to the Plan shall not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization
or other change in its capital or business structure, any merger or
consolidation of the Company, any issue of debt or equity securities having
preferences or priorities as to the Stock or the rights thereof, the dissolution
or liquidation of the Company, any sale or transfer of all or any part of its
business or assets, or any other corporate act or proceeding.


 


5.3           Cash Awards.  The Committee may, at any time and in its
discretion, grant to any holder of an Award the right to receive, at such times
and in such amounts as determined by the Committee in its discretion, a cash
amount which is intended to reimburse such person for all or a portion of the
federal, state and local income taxes imposed upon such person as a consequence
of the receipt of the Award or the exercise of rights thereunder.


 


5.4           Compliance with Code.


 


(a)           Code Section 422.                All Incentive Stock Options to be granted
hereunder are intended to comply with Code Section 422, and all provisions
of the Plan and all Incentive Stock Options granted hereunder must be construed
in such manner as to effectuate that intent.


 


(b)           Code Section 409A.             Except to the extent provided otherwise by the
Committee, Awards under the Plan are intended to satisfy the requirements of Section 409A
of the Code (and the Treasury Department guidance and regulations issued
thereunder) so as to avoid the imposition of any additional taxes or penalties
under Code Section 409A.  If the
Committee determines that an Award, Award Agreement, Award Program, payment,
distribution, deferral election, transaction or any other action or arrangement
contemplated by the provisions of the Plan would, if undertaken, cause a
Participant to become subject to any additional taxes or other penalties under
Code Section 409A, then unless the Committee provides otherwise, such
Award, Award Agreement, Award Program, payment, distribution, deferral
election, transaction or other action or arrangement shall not be given effect
to the extent it causes such result and the related provisions of the Plan,
Award Agreement, and / or Award Program will be deemed modified, or, if
necessary, suspended in order to comply with the requirements of Code Section 409A
to the extent determined appropriate by the Committee, in each case without the
consent of or notice to the Participant.


 


5.5           Right to Terminate Employment or Service.  Nothing in the Plan or in any Award
Agreement confers upon any Participant the right to continue as an officer,
employee, director, consultant, or other service provider of the Company or any
of its Affiliates or affect the right of the Company or any of its Affiliates
to terminate the Participant’s employment or services at any time.


 


17

















 


5.6           Non-Alienation of Benefits.  Other
than as provided herein, no benefit under the Plan may be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge; and any attempt to do so shall be void. 
No such benefit may, prior to receipt by the Participant, be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the Participant.


 


5.7           Restrictions on Delivery and Sale of Shares;
Legends.  Each Award is subject to the condition that
if at any time the Committee, in its discretion, shall determine that the
listing, registration or qualification of the shares covered by such Award upon
any securities exchange or under any state or federal law is necessary or
desirable as a condition of or in connection with the granting of such Award or
the purchase or delivery of shares thereunder, the delivery of any or all
shares pursuant to such Award may be withheld unless and until such listing,
registration or qualification shall have been effected.  If a registration statement is not in effect
under the Securities Act of 1933 or any applicable state securities laws with
respect to the shares of Stock purchasable or otherwise deliverable under
Awards then outstanding, the Committee may require, as a condition of exercise
of any Option or as a condition to any other delivery of Stock pursuant to an
Award, that the Participant or other recipient of an Award represent, in
writing, that the shares received pursuant to the Award are being acquired for
investment and not with a view to distribution and agree that the shares will
not be disposed of except pursuant to an effective registration statement,
unless the Company shall have received an opinion of counsel that such
disposition is exempt from such requirement under the Securities Act of 1933
and any applicable state securities laws. 
The Company may include on certificates representing shares delivered
pursuant to an Award such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.


 


5.8           Listing and Legal Compliance.  The
Committee may suspend the exercise or payment of any Award so long as it
determines that  securities
exchange listing or registration or qualification under any securities laws is
required in connection therewith and has not been completed on terms acceptable
to the Committee.


 


5.9           Termination and Amendment of the Plan.  The Board
of Directors at any time may amend or terminate the Plan without stockholder
approval; provided, however, that the Board of Directors may condition any
amendment on the approval of stockholders of the Company if such approval is
necessary or advisable with respect to tax, securities or other applicable
laws.  The Board of Directors shall
consider that to preserve the Plan’s ability to grant Incentive Stock Options,
stockholder approval is required for any amendment to the Plan that increases
the number of shares of Stock available for the grant of Incentive Stock
Options under the Plan or if the Plan is assumed in connection with a corporate
transaction which results in a change in either the granting corporation or the
stock available for purchase or grant under the Plan; provided, however, if the
Plan is fully described in an agreement or other document that is approved by
the shareholders of the Company, including but not limited to a consolidation
agreement, no further stockholder approval of the Plan shall be required.  No such termination or amendment without the
consent of the holder of an Award may adversely affect the rights of the
Participant under such Award.


 


18

















 


5.10         Stockholder Approval.  The Plan
shall be submitted to the stockholders of the Company for their approval within
twelve (12) months before or after the adoption of the Plan by the Board of
Directors of the Company.  If such
approval is not obtained, any Award granted hereunder will be void.


 


5.11         Choice of Law.  The laws of the State of Georgia shall govern
the Plan, to the extent not preempted by federal law, without reference to the
principles of conflict of laws.


 


5.12         Effective Date of Plan.  The Plan shall become effective as of the
date the Plan was approved by the Board of Directors.


 


IN WITNESS WHEREOF, the Company
has executed this Plan and the Plan has become effective as of November 30,
2010.


 


 


	
   

  	
  GLOBAL AVIATION
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark M. McMillin

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  General
  Counsel

  



 


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