EX-10.28



 Exhibit 10.28 
  





 
 July 18, 2012 

PRIVATE & CONFIDENTIAL 
 John MacLeod 

Dear John: 
 We’re very pleased to offer you the position of
Sr. Vice President, Planning, Sales and Revenue Management with Virgin America Inc. (the “Company”). Below you’ll find the terms of our offer and the benefits you’ll receive when you begin working with us. 

Position 
 Effective August 20, 2012 or another
mutually agreed upon date, you will be employed as Sr. Vice President Planning, Sales and Revenue Management for the Company. This is a full-time, exempt position, to be based at our headquarters location near the San Francisco International
Airport. You will be reporting to David Cush, President and CEO. 
 Compensation and Bonus 

Your starting base salary will be $300,000 per year. 
 You are
also eligible to participate in an annual bonus plan each fiscal year. Your targeted annual bonus percentage is 45% of your base salary. The annual bonus amount for any fiscal year will be pro-rated based upon service, is wholly discretionary, and
depends on the Company’s overall results and your individual contributions and performance, as measured and determined by the Company. Any annual bonus for a calendar year will be paid no later than the end of the following calendar year. For
your first year of employment, the annual incentive will be guaranteed at 100%, pro rated from date of hire. 
 You will also be eligible to receive a
sign-on bonus of $50,000 upon your obtaining a permanent local address and completion of the movement of your household goods to the Bay Area. Such bonus shall be paid in the first payroll period following completion of the forgoing. 

Your salary, all bonus payments and any other payments for which you may be entitled will be subject to applicable State & Federal tax withholding.

 Benefits 
 Beginning the first of the month after 30
days of employment, you will be eligible for the following benefits: (1) medical insurance, (2) dental insurance, (3) long-term disability insurance, and (4) group life insurance policy of up to 3 times base salary subject to a
cap of $750,000 guaranteed issue and subject to the terms and conditions of the applicable plan (which may require medical examination, among other things). In addition, beginning the first of the month after 90 days of employment, you will be
eligible to participate in the Company’s 401(k) retirement savings plan, subject to applicable terms and conditions. 
  

									
	555 Airport Boulevard	  	T 650.762.7000	  	wvvw.virginamerica.com	  		  	
	Burlingame, CA 94010	  	F 650.762;7001	  	hello©virginamerica.com	  		  	









 Letter to John MacLeod 

July 18, 2012 
  

 You and, to the extent applicable, your family, dependents and beneficiaries, shall be allowed to participate
in all Company benefits, plans and programs subject to the terms of the plan provisions, including improvements or modifications of the same, which are now, or may hereafter be, available to similarly situated Company employees holding the title of
Senior Vice President. 
 You will have a vacation entitlement of 20 days per calendar year. Vacation will accrue on a pro rata basis from the start of your
employment with the Company. Vacation time must be used in accordance with Company policy. 
 The official details contained in the applicable benefit plan
documents will govern in the event of any conflict or inconsistency between those documents and this offer. 
 Relocation 

When you relocate to the Company’s headquarters within 24 months of your start date, we will reimburse you for the specific actual reasonable expenses of
moving. We will also include a “gross up” amount to account for estimated income tax on such reimbursement. The foregoing is subject to and governed by additional details in our relocation policy, a copy of which will be provided to you. A
relocation representative will also contact you for individual counseling. Also a temporary housing allowance will be provided at $5,000 per month (grossed-up) for 12 months. 

Equity 
 You will be granted an option (the
“Option”) under our Stock Incentive Plan (the “Plan”) to purchase 60,000 shares of Class G common stock. The Option exercise price will be the fair market value of the shares on the date of grant, as determined by the Board of
Directors. The Option will be subject to vesting, as follows: immediate vesting at hire of 15,000 options and the remaining total shares subject to the Option grant will vest 25% per year on each anniversary of your start date, such that the
Option will be fully vested three years after your hire date provided that you continue to be employed with Virgin America and are not under a notice of termination on any relevant vesting date. The Option will be subject to the terms and conditions
of the Plan and the underlying option agreement. 
 Additionally, you will be granted an option (the “Second Option”) under our Plan to purchase
145,000 shares of Class G common stock. The Second Option exercise price will be the fair market value of the shares on the date of grant, as determined by the Board of Directors. The Second Option will be subject to vesting, as follows: 33.33% of
the total shares subject to the Option will vest on each anniversary of your start date, such that the Second Option will be fully vested three years after that date, provided that you continue to be employed with Virgin America and are not under a
notice of termination on any relevant vesting date. Notwithstanding the foregoing, the Second Option, once vested, will only become exercisable if and when one of the following events has occurred: (A) immediately prior to a Change of Control
(as defined in the Plan) at a price per share of the Company’s Class A Common Stock of at least $5.00, (B) the occurrence of an initial public offering of the Company’s Class A Common Stock at a price per


  
 555 Airport Boulevard

 Burlingame, CA 94010 









 Letter to John MacLeod 

July 18, 2012 
  

 
share of at least $5.00, or (C) provided the Company’s Class A Common stock is publicly traded and neither of the preceding two conditions to exercise under clauses (A) or
(B) have previously been satisfied, the date on which the Company’s stock price exceeds and has exceeded $5.00 on a daily moving 
 average basis
for the past six months. The Option will be subject to the terms and conditions of the Plan and the underlying option agreement. 
 At Will Employment

 Your employment with us is “at will” and can be terminated by either you or the Company at any time, for any reason, with or without notice.
Any statements or representations to the contrary (and, indeed, any statements contradicting any provision in this offer) should be regarded by you as ineffective. Any modification or change in your at will employment status may only occur by way of
a written employment agreement signed by you and the Chief Executive Officer of the Company. 
 Section 409A 

To the extent (a) any payments or benefits to which you become entitled under this offer letter, or under any agreement or plan referenced herein, in
connection with your termination of employment with the Company constitute deferred compensation “subject to Section 409A of the Code and (b) you are deemed at the time of such termination of employment to be a “specified
employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as
such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected
to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such
deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your
beneficiary in one lump sum (without interest). Any termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as
such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)
(2) (i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation
Section 1.409A-1(b)(4) (as a “short-term deferral”). To the extent that any provision of this offer letter is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all
payments hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this offer letter is determined to be subject to
Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for
any lifetime or other 

  
 555 Airport Boulevard

 Burlingame, CA 94010 









 Letter to John MacLeod 

July 18, 2012 
  

 
aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such
expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. 

Confidentiality/Proprietary Information 
 As a team member
of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests
of the Company, you will be required to sign the Company’s standard “Team Member Invention Assignment and Confidentiality Agreement” as a condition of your employment. 

We wish to impress upon you that we do not want you to, and we hereby direct you not to, bring with you, any confidential or proprietary material of any
former employer or to violate any other obligations you may have to any former employer. 
 During the period that you render services to the Company, you
agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you
are currently associated with or participate in that competes in any way with the Company. You will not assist any other person or organization which is competing with the Company or is preparing to engage in competition with the business or
proposed business of the Company. You represent that signing this offer letter and commencing your employment with the Company under the terms herein will not violate any agreement currently in place between yourself and current or past employers.

 Authorization to Work 
 Within three
(3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. 

Acceptance 
 In consideration for and as a condition of
your employment, you agree to conform to the standards, policies, guidelines, practices, and procedures of the Company. 
 Your acceptance of this offer
represents the sole agreement between you and the Company, and supersedes in its entirety any prior discussions or written agreements. Any other discussions, promises, representations and understandings are not. to be considered part of this offer,
unless expressed in writing by an authorized representative of the Company. 
 Governing Law; Counterparts 

This Agreement shall be governed by and construed in accordance with California law, without regard to conflicts of laws principles thereof and may be signed
in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 Please
indicate your acceptance of our offer of employment by signing below and returning this letter by fax or scanned PDF attachment to email. 

  
 555 Airport Boulevard

 Burlingame, CA 94010 









 Letter to John MacLeod 

July 18, 2012 
  

 We look forward to welcoming you on board. 

Sincerely, 
 David Cush 

President and CEO 
 Agreed and accepted by: 

 

					
	 /s/ John MacLeod
	    	 7/18/12
	  	
	John MacLeod	    	Date	  	


  
 555 Airport Boulevard

 Burlingame, CA 94010