X0206 3 2014-11-13 0 0001614436 Virgin America Inc. VA 0001620741 Varley John J. C/O VIRGIN AMERICA INC. 555 AIRPORT BLVD BURLINGAME CA 94010 0 1 0 0 Senior VP, General Counsel Common Stock 29540 D Stock Option (Right to buy) 12.9842 2020-07-05 Common Stock 26493 D Stock Option (Right to buy) 12.9842 2020-07-05 Common Stock 10597 D Stock Option (Right to buy) 12.9842 2023-05-12 Common Stock 43052 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 vests with respect to thirty-three and one-third percent (33.33%) of the shares subject thereto on each of the first, second and third anniversaries of July 6, 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 with respect to thirty-three and one-third percent (33.33%) of the shares subject thereto on each of the first, second and third anniversaries of July 6, 2010. 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 John J. Varley 2014-11-13