Wheels Up Experience Inc. appointed Todd Smith as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Executive Officer

(b) & (e) On May 9, 2023, Wheels Up announced that Kenneth Dichter, the Company's Chief Executive Officer and Chairman of the Company's Board of Directors (the "Board"), will depart from his positions as the Company's Chief Executive Officer and Chairman of the Board effective May 9, 2023 (the "Effective Date"). Mr. Dichter will remain a director on the Board and will transition the role of Chairman to Ravi Thakran, as described below. 

In connection with Mr. Dichter's separation of employment, on May 9, 2023, Mr. Dichter and the Company and certain of its subsidiaries entered into a Release and Waiver (the "Release Agreement"). The Release Agreement includes mutual general releases of claims among Mr. Dichter and the Company and its subsidiaries, subject to a 21-day consideration period beginning on the date the Release Agreement was delivered to Mr. Dichter and a seven-day revocation period that began on May 9, 2023 (the "Release Effective Date").

Pursuant to the Release Agreement, Mr. Dichter will: (i) receive monthly installments of $79,167, less applicable withholdings, for the two-year period following the Effective Date, which represents continuation payments of Mr. Dichter's current base salary; (ii) receive $3.0 million, less applicable withholdings, as a lump sum payable on the first regularly scheduled payroll date after the Effective Date, which represents an amount in lieu of a bonus payment that could otherwise be payable under the Employment Agreement, dated April 17, 2020 (the "Employment Agreement"), by and among Mr. Dichter, Wheels Up Partners Holdings LLC and Wheels Up Partners LLC ("WUP"); (iii) be eligible to receive a prorated annual bonus based on the number of days he was employed during fiscal year 2023 as determined pursuant to Section 5.3 of the Employment Agreement, subject to the application of bonus plan performance metrics approved by the Board, to be paid in a lump sum at the same time and in the same manner as regular annual bonuses are distributed to other similarly situated senior executives of WUP, but in any event, no later than March 15, 2024; (iv) be allocated 200 flight hours per year on mid- and light-cabin aircraft, which will be prorated over the two-year period following the Effective Date, provided that Mr. Dichter agreed to forfeit 100 flight hours upon execution of the Release Agreement; and (v) be eligible for reimbursement for applicable premiums under WUP's group health insurance plans at the coverage levels in effect on the Effective Date for 24 months after the Effective Date, to the extent he elects to participate in continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985. In addition, any service-based restricted stock units held by Mr. Dichter as of the Effective Date that would have otherwise vested in accordance with its terms, absent Mr. Dichter's separation of employment, during the 18-month period immediately following the Effective Date will become vested and exercisable in accordance with their terms on the Effective Date. Mr. Dichter agreed to forfeit all unvested restricted stock units with performance-based or market-based vesting conditions that he held as of the Effective Date. The Company, on behalf of its affiliate, also agreed to waive the repurchase option with respect to all outstanding vested profits interests held by Mr. Dichter as of the Effective Date.

Appointment of Interim Chief Executive Officer

(c) Effective as of the Effective Date, the Board appointed Todd Smith, the Company's Chief Financial Officer, to also serve as the Company's interim Chief Executive Officer and principal executive officer until a successor Chief Executive Officer is identified. Mr. Smith will also continue to serve as the Company's Chief Financial Officer and principal financial officer, and he will not initially receive any additional remuneration for his service as the Company's interim Chief Executive Officer and principal executive officer. A description of Mr. Smith's business experience and certain biographical information is set forth in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement") that was filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") on April 19, 2023, which information is incorporated by reference herein. There are no family relationships between Mr. Smith and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related 


party transactions or relationships between Mr. Smith, on the one hand, and the Company, on the other hand, that would require disclosure under Item 404(a) of Regulation S-K.

Appointment of Executive Chairman

(c) On May 9, 2023, Wheels Up also announced that the Board has appointed Ravi Thakran as Executive Chairman of the Board effective as of the Effective Date. Mr. Thakran has served as a non-independent director since July 2021, and also served as the Chief Executive Officer and the Chairman of the board of directors of Aspirational Consumer Lifestyle Corp. ("Aspirational"), a blank check company with which Wheels Up consummated a business combination to become a publicly-traded company, from July 2020 until the closing of such business combination in July 2021. David Adelman will remain the Company's Lead Independent Director.

In connection with his appointment as Executive Chairman, Mr. Thakran entered into an Executive Chairman Agreement, dated as of May 9, 2023 (the "Chairman Agreement"), with the Company. Pursuant to the Chairman Agreement, Mr. Thakran will receive an additional $100,000 in cash compensation for serving as Executive Chairman to be paid at the same time and in the same manner as the compensation for Mr. Thakran's service as a director and an additional 10 flight hours granted on an annual basis. The Chairman Agreement became effective on the Effective Date and is subject to termination as mutually agreed by the Board and Mr. Thakran or as otherwise set forth in the Chairman Agreement. The Chairman Agreement also contains customary non-solicitation, confidentiality and indemnification terms.

A description of Mr. Thakran's business experience and certain biographical information is set forth in the Proxy Statement filed by the Company with the SEC on April 19, 2023, which information is incorporated by reference herein. There are no family relationships between Mr. Thakran and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company is not aware of any related party transactions or relationships between Mr. Thakran, on the one hand, and the Company, on the other, that would require disclosure under Item 404(a) of Regulation S-K.

The preceding descriptions of the Release Agreement and Chairman Agreement are summaries of their material terms, do not purport to be complete, and are qualified in their entirety by reference to the Release Agreement and Chairman Agreement, copies of which are being filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.