X0206 3 2014-11-13 0 0001614436 Virgin America Inc. VA 0001620831 Fiorillo E. Frances C/O VIRGIN AMERICA INC. 555 AIRPORT BLVD BURLINGAME CA 94010 0 1 0 0 Senior VP, People & In-flight Common Stock 22519 D Stock Option (Right to buy) 12.9842 2016-10-11 Common Stock 8375 D Stock Option (Right to buy) 12.9842 2020-01-11 Common Stock 20289 D Stock Option (Right to buy) 12.9842 2023-05-12 Common Stock 49013 D Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU once vested. The option is fully vested and exercisable. The option vests with respect to fifty percent (50%) of the shares subject thereto on each of the first and second anniversaries of January 12, 2010. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereof upon the earliest to occur of (i) a Change of Control (as defined in the Issuer's Amended and Restated 2005 Stock Incentive Plan (the "Plan")) at a price per share of at least $37.74 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $37.74 on a daily moving average basis for the previous six months. The option vests in full upon the consummation of the initial public offering of the issuer. Notwithstanding the foregoing, the option is only exercisable with respect to the vested portion thereto upon the earliest to occur of (i) a Change of Control (as defined in the Plan) at a price per share of at least $26.42 or (ii) the date on which the Issuer's stock price exceeds and has exceeded $26.42 on a daily moving average basis for the previous six months. /s/ Allen Huang, Attorney-in-fact for E. Frances Fiorillo 2014-11-13