Frontier Airlines 2006 Annual Report Download - page 126

Exhibit 10.1 (a)
RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
REPUBLIC AIRWAYS HOLDINGS INC.
2002 EQUITY INCENTIVE PLAN
THIS AGREEMENT is made as of ____________, 200_, by and between Republic Airways Holdings Inc., a Delaware
corporation (the “Company”), and ___________ (the “Executive”).
W I T N E S S E T H:
WHEREAS, pursuant to the Company’s 2002 Equity Incentive Plan (the “Plan”), the Company desires to award the
Executive, and the Executive desires to accept, restricted shares covering _______ shares of the Company’s common stock, $.001 par
value, of the Company (the “Common Stock”) upon the terms and conditions set forth in this Agreement and the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1. Award. The Company has awarded to the Executive restricted shares covering ________ shares of the Common Stock
(the “Shares”) at a purchase price per share of $.001 par value. The Executive shall pay the aggregate purchase price of $______ in
cash on the date of execution of this Agreement.
2. Vesting of Shares. The Shares will become vested in twelve equal monthly installments beginning __________, 200_, and
on the last day of each month thereafter, subject to the Executive’s continuous employment with the Company Group (as defined in
the Plan). Notwithstanding the preceding sentence, the Shares shall immediately become fully vested upon the occurrence of (i) a
Change in Control (as defined in the Plan) of the Company or (ii) the termination of the Executive’s employment or other service by
the Company Group (as defined in the Plan) other than for Cause (as defined in the Plan).
3. Effect of Termination of Employment or other Service. Upon the termination of the Executive’s employment or other
service for any reason (or no reason) other than as described in Section 2 above (including, without limitation, death or Disability (as
defined in the Plan)), any Share which has not yet become fully vested shall be forfeited, and any certificate therefor or book entry
with respect thereto or other evidence thereof shall be cancelled.
4. Dividends and Voting Rights. No dividend will be payable on unvested Shares; however, the Executive will be credited
with dividend equivalents equal to the amount or value of the dividends that would have been paid on the unvested Shares if they were
vested. The dividend equivalents, if any, will be credited to a bookkeeping account in the name of the Executive. Unless the
Committee (as defined in the Plan), acting in its discretion before a dividend is paid, determines otherwise, the amount of the dividend
equivalent will be credited in the form of a restricted share of Common Stock, the number of which will be equal to the quotient
rounded to the nearest whole number of (a) the total amount of the dividend that would have been paid on the Executive’s unvested
Shares, divided by (b) the closing price per share of Common Stock the NASDAQ Global Select Market on the dividend payment
date. The “dividend equivalent” restricted shares will be subject to substantially the same vesting, forfeiture and other terms and
conditions applicable to the corresponding unvested Shares. The Executive will be entitled to exercise voting rights with respect to the
unvested Shares.
5. Issuance of Shares. The Executive is the record owner of the Shares on the Company’s books, subject to the restrictions
and conditions set forth in this Agreement. By executing this Agreement, the Executive expressly authorizes the Company to cancel,
reacquire, retire or retain, at its election, any unvested Shares if and when they are forfeited in accordance with this Agreement. The
Executive will execute and deliver such other documents and take such other actions, if any, as the Company may reasonably request
in order to evidence such action with respect to any unvested Shares that are forfeited. If a stock certificate for the Shares is issued, it
shall bear an appropriate legend to reflect the nature of the restrictions applicable to the Shares represented by the certificate, and the
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠