Exhibit 10.23

FRONTIER AIRLINES, INC.
2004 EQUITY INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AGREEMENT

THIS STOCK APPRECIATION RIGHTS AGREEMENT("Agreement") is made as
of                        , 2005 (the"Grant Date"), by
and between Frontier Airlines, Inc., a Colorado corporation (together with any affiliate, the "Company"), and
the                        (the "Grantee").

The
Company and the Grantee therefore agree as follows:

1.Definitions.The following terms, when used in this
Agreement, have the following meanings:



2.Grant of Stock Appreciation Rights.Subject to the terms and
conditions herein, pursuant to the Plan the Company hereby grants to the Grantee SARs with respect to            shares of Stock. The SARs consist of a single SAR for each share of Stock.
The SARs
granted hereunder will be valid for the Term, subject to earlier termination as provided in Section 7 below. Upon exercise of a SAR in accordance with this Agreement, the Company will, subject
to Section 5 below, pay to the Grantee consideration equal to the amount, if any, by which the Fair Market Value of a share of Stock on the date of exercise exceeds the Base Price of such SAR,
subject to adjustment in accordance with Section 11 of the Plan. The consideration shall be limited to a number of shares of Stock equal to the amount payable divided by the Fair Market Value
of a share of Stock on the date the SAR is exercised. If at any time the number of shares of Stock to be issued to the Grantee pursuant to this Agreement includes a fractional share, the number of
shares of Stock actually issued will be rounded down to the nearest whole share of Stock.

3.Vesting; Conditions of Exercise.Except as otherwise provided
in this Agreement, SARs may not be exercised until the Grantee has completed one full year of continuous employment after the Grant Date. Thereafter, the SARs will become vested and exercisable in
increments in accordance with the following schedule, so long as the Grantee has remained in the continuous employment of the Company from the Grant Date until the Vesting Date:

Anniversary of the Grant Date

Percentage of SARs That Shall
Become Vested and ExercisableFirst

20%Second

an additional 20%Third

an additional 20%Fourth

an additional 20%Fifth

an additional 20%


The
number of SARs that are vested and exercisable shall be cumulative, so that once an SAR has become vested and exercisable, it shall continue to be vested and exercisable, in whole or
in part, for the remainder of the Term, unless terminated earlier as provided in this Agreement.

4.Manner of Exercise.SARs may be exercised in whole or in part
by providing written notice (the "Notice") in the form attached hereto as Exhibit A or such other form as the Committee may require from time to time together with any other documentation that
the Committee may reasonably require (together, the "Notice Documents"). SARs will be considered exercised as to the number of SARs specified in the Notice on the latest of (i) the date of
exercise designated in the Notice, (ii) if the date so designated is not a Business Day, the first Business Day following such date or (iii) the earliest Business Day by which the
Company has received all of the Notice Documents.

5.Mandatory Withholding for Taxes.The Grantee acknowledges
that the Grantee is obligated to pay the Required Withholding Amount with respect to the exercise of any SARs. Grantee hereby authorizes the Company to deduct from the shares of Stock otherwise
deliverable upon exercise of any SARs a number of shares of Stock (valued at their Fair Market Value on the date of exercise) that is equal to the Required Withholding Amount.

6.Payment or Delivery by the Company.As soon as practicable
after receipt of all Notice Documents, and subject to the deductions for the payment of the Required Withholding Amount, the Company will deliver or cause to be delivered to the Grantee the amount of
consideration determined under the final sentence of Section 2 above, which consideration shall consist solely of shares of Stock (valued at their Fair Market Value on the date of exercise).
The delivery of shares of Stock will be deemed effected for all purposes when certificates representing such shares have been delivered by any of the following means: (i) personally to the
Grantee; (ii) deposited in the United States mail, addressed to the Grantee at the address indicated on the Notice, or (iv) as may be otherwise


designated by the Grantee in writing, provided, if the Grantee requests the shares of Stock be delivered by overnight or express courier, Grantee will be obligated to pay for the delivery charges.

7.Expiration and Termination.The SARs will expire on the last
day of the Term or prior to such time as follows:



8.Automatic Exercise of SARs.Immediately prior to the
termination of SARs, as provided in Section 1(o) or Section 7 above, all SARs that are exercisable immediately prior to the termination will be deemed to have been exercised by the
Grantee with no other act or notice.

9.Restriction on Transferability; Nonalienability of Benefits.



10.No Rights as a Shareholder.The Grantee will not, by reason
of SARs granted under this Agreement, be deemed for any purpose to be, or to have any of the rights of, a shareholder of the Company or of the Company with respect to any shares of Stock. Upon
exercise of an SAR and the transfer of a share of Stock to the Grantee, the Grantee shall have all of the rights of a shareholder of the Company.

11.Adjustments of and Changes in the Common Stock.The SARs
shall be adjusted as provided in Section 11 of the Plan; provided that no adjustment shall be contrary to Code section 409A or shall be effected in a manner that would subject the
Grantee to taxes and penalties under Code section 409A.

12.Restrictions Imposed by Law.The Grantee will not exercise
the SARs, and the Company will not be obligated to cause to be issued any shares of Stock, if counsel to the Company determines that such exercise or issuance would violate any applicable law or any
rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which shares of Stock are listed or quoted.
The Company will in no event be obligated to take any affirmative action in order to cause the exercise of the SARs or the resulting payment of cash or issuance of Stock to comply with any such law,
rule, regulation or agreement.

13.Notice.Any notice required or permitted to be given under
this Agreement shall be in writing and shall be given by first class registered or certified mail, postage prepaid, or by personal deliver to the appropriate party, address:



Any
such notice shall be deemed to have been given in as of the second day after deposit in the United States mails, postage prepaid, properly addressed as set forth above, in the case
of mailed notice, or as of the date delivered in the case of personal delivery.

14.Amendment.Notwithstanding any other provision hereof, this
Agreement may be supplemented or amended from time to time as approved by the Committee. Without limiting the generality of the foregoing, without the consent of the Grantee, this Agreement may be
amended or supplemented from time to time as approved by the Committee (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any
other provision herein, or (ii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adSAR or promulgation of, or change in or
of the interpretation of, any law or governmental rule or regulation, including Section 409A of the Code and any applicable federal or state securities laws; and subject to any required action
by the Board or the stockholders of the Company, and subject to the limitation of any federal or state law tax or securities laws, the SARs granted under this Agreement may be canceled by the Company
and a new grant made in substitution therefor, provided that the grant so substituted will satisfy all of the requirements of the Plan as of the date such new grant is made and no such action will
adversely affect any SARs to the extent then exercisable.

15.Rights to Employment.Nothing contained in this Agreement,
and no action of the Company or the Committee with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ of the Company or interfere in any way with
the right of the Company to terminate the Grantee's employment at any time, with or without cause, subject to the provisions of any employment agreement between the Grantee and the Company. This
Agreement is limited solely to governing the rights and obligations of the Grantee with respect to the SARs.

16.Governing Law.This Agreement will be governed by, and
construed in accordance with, the internal laws of the State of Colorado. Each party irrevocably submits to the general jurisdiction of the state and federal courts located in the State of Colorado in
any action to interpret or enforce this Agreement and irrevocably waives any objection to jurisdiction that such party may have based on inconvenience of forum.

17.Grantee Acceptance.The Grantee will signify acceptance of
the terms and conditions of this Agreement by signing in the space provided at the end hereof and returning a signed copy to the Company.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

| | FRONTIER AIRLINES, INC.
| | -----------------------
| | By:                    
| | Name:                  
| | Title:                 
| | GRANTEE                
| |                        
| | Name:                  
| | Address:               



EXHIBIT A

To Stock Appreciation Rights Agreement
between Frontier Airlines, Inc. and Grantee

NOTICE OF EXERCISE OF STOCK APPRECIATE RIGHTS  UNDER FRONTIER AIRLINES, INC. 2004 EQUITY INCENTIVE PLAN

|TO: |  | Frontier Airlines, Inc.
7001 Tower Road
Denver, Colorado 80249
Fax No. 720-374-4379
Attn: Corporate Secretary
|--- |  | -------------------------------------------------------------------------------------------------------------

|FROM: |  |  |  | (SARs Participant)
|----- |  |  |  | ------------------
|DATE: |  |  |  |                   

The
undersigned hereby elects to exercise the following Stock Appreciation Rights ("SARs") pursuant to and subject to the provisions of the Frontier Airlines, Inc. ("Frontier"),
2004 Equity Incentive Plan (the "Plan") and the applicable SAR agreement.

|Date of grant of SARs and grant number: |  |  |  | 
|--------------------------------------- |  |  |  | 
|Base Price of SARs:                     |  |  |  | 
|Number of SARs being exercised:         |  |  |  | 

Please
deliver the net Frontier shares due upon exercise to the Grantee at the following address via (check one) o personal delivery;
o U.S. Postal Service; o overnight or second day express delivery (at my expense):

| |  | 
| |  | 
| |  | 
| |  | 

I
understand that the above-described SARs will be considered exercised upon receipt of this Notice by Frontier. I also understand that Frontier will and I hereby authorize Frontier to
withhold a sufficient number of shares of stock to cover any amounts required by law for the payment of applicable taxes with respect to my exercise of these SARs or any other amounts owing to
Frontier.

|                     |  | 
|-------------------- |  | 
|Signature of Grantee |  | 
|                     |  | 
|Print Name           |  | 

|E-mail: |  |  |  | 
|------- |  |  |  | 



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