EX-10.3 2 peterhuntfinalrelease0dd.htm EXHIBIT 10.3
GENERAL RELEASE AGREEMENT This General Release Agreement (this “Agreement”) is entered into this 6th day of July 2018, by and among Peter Hunt, an individual (“Employee”), Virgin America Inc., a Delaware corporation (the “Corporation”), and Alaska Airlines, Inc., an Alaska corporation (“Alaska”) (individually, a “party” and collectively, the “parties”). WHEREAS, Employee previously agreed to work through a June 14, 2018 employment period (“Employment Period”); WHEREAS, Employee worked through Employee’s Employment Period; WHEREAS, the parties have agreed that Employee’s employment with the Corporation and Alaska terminated on June 14, 2018 (the “Separation Date”); WHEREAS, Employee received a payment of $5,979,295.67 on December 19, 2016, such amount representing the value as of December 14, 2016 of Employee’s stock in the Corporation, which vested on an accelerated basis on December 14, 2016; WHEREAS, Employee received a payment of $1,372,967 on February 13, 2017, such amount representing the amount Employee would have received under the Virgin America Inc. Change in Control Severance Plan (and Summary Plan Description) Effective November 19, 2014 (“CIC Plan”) as a cash severance payment (“Closing Bonus”) had Employee not waived Employee’s rights under the CIC Plan in the Alaska Airlines Offer Letter (as defined below) and the July 2016 General Release Agreement (as defined below); WHEREAS, Employee received a payment of $186,030.10 on March 10, 2017, such amount representing the amount that Employee received under the Virgin America Inc. Management Executive Compensation Plan (“ICP Plan”) for fiscal year 2016; WHEREAS, Employee received a payment of $450,450.18 on January 26, 2018 pursuant to the Alaska Airlines Offer Letter (as defined below), such amount representing the amount that Employee received under the Alaska Air Group, Inc. Performance-Based Pay Plan (“PBP Plan”) for fiscal year 2017; and WHEREAS, subject to Employee’s timely execution and delivery, and non-revocation of this Agreement, the parties acknowledge that Employee is entitled to the following severance benefits (collectively referred to herein as “Severance Benefits”): (a) Vesting of Employee’s “First Grant” (as that term was defined in the Alaska Airlines Offer Letter (as defined below) of RSUs, such RSUs to be settled in accordance with the terms of the grant agreement for the First Grant; (b) Vesting of Employee’s “Second Grant” (as that term was defined in the Alaska Airlines Offer Letter (as defined below) of RSUs, such RSUs to be settled in accordance with the terms of the grant agreement for the Second Grant; 1

(c) A cash payment in the amount of $14,281.44, such amount representing a payment that Employee may use to cover certain healthcare expenses if Employee so chooses (“Cash Healthcare Payment”) and such Cash Healthcare Payment to be paid on or before August 13, 2018; (d) A cash payment in the amount of $121,875, such amount representing a pro-rated payment under the PBP Plan based on Employee’s target participation rate for five (5) months of Employee’s employment in 2018 (“2018 PBP Payment”) and such 2018 PBP Payment to be paid on or before August 13, 2018; (e) Career counseling and career transition consulting services in an amount of up to $10,000, which will be available to Employee as of the Separation Date, provided by Lee Hecht Harrison, and billed directly to Alaska; and (f) Lifetime, positive-space, first-class cabin air travel for Employee, Employee’s covered family members, and dependents1 for leisure travel (“Travel Benefits”), such Travel Benefits to be on flights operated by Alaska Airlines, Inc. and flights operated by Horizon Air Industries, Inc. and SkyWest on behalf of Alaska Airlines, Inc. under capacity purchase arrangements. NOW, THEREFORE, in consideration of the covenants undertaken and the releases contained in this Agreement, the parties agree as follows: I. Termination. Employee’s employment with the Corporation, Alaska, and with any of their subsidiaries and affiliates terminated on the Separation Date. Employee waives any right or claim to reinstatement as an employee of the Corporation, Alaska, or any of their subsidiaries and affiliates. Employee hereby confirms that Employee terminated from any position as an officer, director, employee, member, and in any other capacity with the Corporation, Alaska, or any of their subsidiaries and affiliates that the Employee may have previously had, and Employee does not currently hold any such position. II. Delivery of Release Agreement. The parties acknowledge and agree that Employee’s right to receive the Severance Benefits provided for herein is subject to Employee’s timely execution and delivery of this Agreement to Alaska no later than 11:59 p.m. Pacific Daylight Time on July 29, 2018 and Employee’s not revoking this Agreement pursuant to any revocation right afforded by applicable law. Employee must email an executed copy of this Agreement to employee.records@alaskaair.com. To revoke the Agreement, Employee must email employee.records@alaskaair.com with notice of revocation. III. Continuing Obligations. Employee’s right to receive the Severance Benefits provided herein is subject to Employee’s continued compliance with Employee’s obligations hereunder. In addition, in order to receive the Travel Benefits described herein, the Employee must timely remit all necessary travel-related tax payments and withholdings to Alaska through the payment means established by Alaska (including as those payment means may change from 1 “Covered family members” and “dependents” will mean a spouse or domestic partner and dependent children under age 19 or between the ages of 19 and 25 who are full-time students, who are at least 50% financially dependent on the Employee, and whose permanent residence is with the Employee. 2

time to time) so that Alaska can timely remit all necessary travel-related taxes to the proper taxing authorities. If the Employee fails to timely remit any such payments, then the Employee’s Travel Benefits will be subject to cancellation by Alaska. Employee will receive an IRS Form W-2 for the imputed value of Travel Benefits based on the same methodology used by Alaska. IV. Acknowledgment of Final Wage Payments. Employee acknowledges and agrees that Employee’s employment with the Corporation, Alaska, and with any of their subsidiaries and affiliates in any capacity terminated effective on the Separation Date. By signing below, Employee acknowledges that, except for the Severance Benefits provided for herein and any “true up” owed under the Alaska Air Group, Inc. Alaskasaver Plan (“Alaskasaver Plan”) for the 2018 plan year, the Corporation, Alaska, and their subsidiaries and affiliates have paid all salary, wages, bonuses, accrued vacation, commissions, reimbursement of expenses, and any and all other benefits and compensation that Employee earned during Employee’s employment with the Corporation and Alaska. All benefits and perquisites of employment other than the Severance Benefits provided for herein and any above-referenced “true up” ceased as of the Separation Date and Employee will not receive any further salary, bonuses, vacation, vesting of any equity or benefits, or other forms of compensation other than the Severance Benefits provided herein after the Separation Date from the Corporation, Alaska, or any of their subsidiaries or affiliates. Employee agrees that all payments due to Employee from the Corporation, Alaska, or any of their subsidiaries and affiliates after the Separation Date shall be determined under this Agreement and the First Grant and Second Grant grant agreements and not under the Employee’s offer letter dated May 26, 2011 with the Corporation (“Offer Letter”), Employee’s offer letter from Alaska Airlines, Inc. dated July 8, 2016 (“Alaska Airlines Offer Letter”), the general release agreement between Employee and the Corporation dated July 11, 2016 (“July 2016 General Release Agreement”), the first supplemental release agreement between Employee and the Corporation dated January 16, 2017 (“January 2017 First Supplemental Release Agreement”), the CIC Plan, the PBP Plan, and/or any other documents. V. Waiver of Any Rights Under Other Agreements or Plans. In consideration for the Severance Benefits and without limiting the generality of the releases set forth in Sections VI-VIII below, Employee hereby expressly and irrevocably waives Employee’s rights to receive any payments or benefits under the Offer Letter, Alaska Airlines Offer Letter, the July 2016 General Release Agreement, the January 2017 First Supplemental Release Agreement, the CIC Plan, the PBP Plan, the Alaska Air Group, Inc. Operational Performance Rewards Plan (“OPR Plan”) Plan, and any other Corporation, Alaska, or Alaska Air Group, Inc. benefits plans or programs, including, without limitation, any severance payments, other payments, or benefits provided in the Offer Letter, Alaska Airlines Offer Letter, the July 2016 General Release Agreement, the January 2017 First Supplemental Release Agreement, the CIC Plan, the PBP Plan, the OPR Plan, and any other Corporation, Alaska, or Alaska Air Group, Inc. benefits plans and/or programs, and hereby acknowledges and agrees that Employee’s rights with respect to such Offer Letter, Alaska Airlines Offer Letter, the July 2016 General Release Agreement, the January 2017 First Supplemental Release Agreement, the CIC Plan, the PBP Plan, the OPR Plan, and any other Corporation, Alaska, or Alaska Air Group, Inc. benefits plans and/or programs have terminated except as set forth in Section IV above. Notwithstanding the foregoing, Employee’s obligations under the “Confidentiality/Proprietary Information” section of such Offer Letter, if any, the Team Member Invention Assignment and Confidentiality Agreement with the Corporation or Alaska, if any, under Section XI below (or any other confidentiality or 3

similar agreement between Employee and the Corporation or Alaska or any Alaska Air Group, Inc. or Alaska policy currently in effect), and the First Grant and Second Grant grant agreements continue in effect. VI. Release. Employee, on Employee’s own behalf and on behalf of Employee’s descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue the Corporation, Alaska, and each of their respective divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as their assignees, successors, directors, officers, stockholders, partners, representatives, attorneys, agents, or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands, and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with Employee’s employment or any other relationship with or interest in the Corporation or Alaska or the termination thereof, including, without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance, or any other fringe benefit, or disability benefit, or any other claims, agreements, obligations, demands, and causes of action, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this Agreement, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Credit Reporting Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, the California Fair Employment and Housing Act, the California Labor Code (including, by way of example but not of limitation, Section 132a), the California Worker Adjustment and Retraining Notification Act, the California Fair Pay Act, the California Business and Profession Code, the Industrial Welfare Commission Wage Orders, the California Family Rights Act, or any other federal, state, or local law, principle of law, regulation, or ordinance (collectively, the “Claims”); provided that such release and covenant not to sue shall not limit Employee’s rights, benefits, or Claims under (i) this Agreement, (ii) the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), (iii) any applicable Corporation or Alaska indemnification, including the indemnification provisions in the Corporation’s certificate of incorporation and/or bylaws, as applicable, and in any written indemnification agreement in effect on April 1, 2016, (iv) any Alaska insurance policy or Corporation insurance policy in effect on or before the date of the closing of the purchase of Virgin America Inc. by Alaska Air Group, Inc., including any automobile insurance, general liability insurance, director & officer liability insurance, employment practices liability insurance, and fiduciary liability insurance, or (v) the Alaskasaver Plan and/or the Virgin America Inc. 401(k) Plan in accordance with the terms of the applicable plan, as administered by the Corporation or Alaska or their delegates, as applicable, in accordance with the Internal Revenue Code; and provided further that this release does not cover any Claim that cannot be so released as a matter of applicable law, including, but not limited to, the right to file a charge with or participate in an investigation conducted by certain government agencies. Employee does waive, however, any damages or individual relief, including monetary relief, should any agency pursue any claims on Employee’s behalf, if this waiver is permitted by applicable law. Employee acknowledges and agrees that Employee has received any and all leave and other 4

benefits that Employee has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. Employee further acknowledges and represents that Employee is not aware of any facts that would establish or support any violation by the Corporation or Alaska of AIR21 or any FAA safety regulations, or of other safety or security-related laws that apply to the Corporation or Alaska. VII. 1542 Waiver. It is the intention of Employee in executing this Agreement that the same shall be effective as a bar to each and every Claim hereinabove specified. In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred upon Employee by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement (including, without limitation, the Release set forth above) shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected Claims, if any, as well as those relating to any other Claims hereinabove specified. SECTION 1542 provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Employee acknowledges that Employee may hereafter discover Claims or facts in addition to or different from those which Employee now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, Employee hereby waives any right, Claim or cause of action that might arise as a result of such different or additional Claims or facts. Employee acknowledges that Employee understands the significance and consequences of the foregoing Release and such specific waiver of SECTION 1542. VIII. ADEA Waiver. Employee expressly acknowledges and agrees that by entering into this Agreement, Employee is waiving any and all rights or claims that Employee may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Agreement. Employee further expressly acknowledges and agrees that: (a) In return for this Agreement, Employee will receive consideration (i.e., something of value) beyond that which Employee was already entitled to receive before entering into this Agreement; (b) Employee is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement; (c) Employee was given a copy of this Agreement and Information and Eligibility Criteria Notice Pursuant to the Older Workers Benefit Protection Act Disclosure Under Title 29 U.S. Code Section 626(f)(1)(H) (“Exhibit A”) on June 14, 2018 and was then informed that Employee had forty-five (45) days within which to consider this Agreement and 5

that if Employee wished to execute this Agreement prior to expiration of such period, Employee will have done so voluntarily (after consultation with counsel, if Employee so chose) and with full knowledge that Employee is waiving Employee’s right to have the full duration of such period to consider this Agreement; and that such period to consider this Agreement would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement within such period after Employee received it; (d) Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law; and (e) Employee was informed that Employee has seven (7) days following the date of execution of this Agreement in which to revoke this Agreement, and this Agreement will become null and void if Employee elects revocation during that time. Any revocation must be in writing, by email, and must be received by employee.records@alaskaair.com during the seven- day revocation period. In the event that Employee exercises Employee’s right of revocation, this Agreement will not be effective, and neither the Corporation, Alaska, nor Employee will have any obligations under this Agreement. IX. No Transferred Claims. Employee represents and warrants to the Corporation and Alaska that Employee has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof. X. Cooperation. Following the Separation Date, Employee will cooperate with the Corporation or Alaska in connection with any internal or governmental investigation or administrative, regulatory, arbitral, or judicial proceeding involving the Corporation, Alaska, or any of their parents, subsidiaries, or affiliates (collectively, the “Company Group”) with respect to matters relating to Employee’s employment or engagement with the Corporation, Alaska, or Company Group (collectively, “Litigation”). This cooperation includes, but is not limited to, Employee making Employee available to the Corporation, Alaska, or any other member of the Company Group (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation; (ii) appearing at the request of the Corporation, Alaska, or any member of the Company Group to give testimony without requiring service of a subpoena or other legal process; and (iii) volunteering to the Corporation, Alaska, or any member of the Company Group pertinent information or documents related to any Litigation. Alaska shall reimburse Employee for reasonable expenses that Employee incurs in connection with such cooperation in accordance with Alaska’s business expense reimbursement policies. XI. Confidentiality. Employee hereby acknowledges and agrees that Employee is and will continue to be subject to any confidentiality or other restrictive covenants in favor of the Corporation or Alaska as and to the extent provided for in the Offer Letter, in the Corporation’s Playbook, Alaska’s People Policies, the Alaska Air Group Code of Conduct, and/or any employment agreement, confidentiality agreement, offer letter, or similar agreement Employee may have with the Corporation or Alaska and Employee further acknowledges and agrees that, to 6

the extent not governed by one of the referenced policies, agreements, or documents, Employee will not disclose confidential and proprietary business information about the Corporation, Alaska, Horizon Air Industries, Inc., or Alaska Air Group, Inc., including, but not limited to, non-disclosure of business marketing plans, business and pricing strategies, trade secrets, personally identifiable information about guests and/or employees, future route and/or service offerings, financial forecasts, engineering ideas and designs, or vendor arrangements (the “Confidentiality Obligations”). In addition, the parties hereby acknowledge and agree that the information contained in this Agreement and any communications related to this Agreement are confidential and shall not be disclosed by a party to any other person, except as required to comply with applicable law and except for necessary disclosure to a party’s respective subsidiaries and affiliates and legal, tax, and financial advisors who also agree to keep such information confidential. Notwithstanding the foregoing sentence, a party may truthfully respond to a lawful and valid subpoena or other legal process and may disclose such information where required to satisfy legal requirements. In addition, nothing herein shall preclude a party from providing truthful information or documents to a government authority with jurisdiction over such party in connection with an investigation by that authority, as to a possible violation of applicable law. XII. Miscellaneous. A. Successors. (i) This Agreement is personal to Employee and shall not, without the prior written consent of Alaska, be assignable by Employee. (ii) This Agreement shall inure to the benefit of and be binding upon the Corporation, Alaska, and their respective successors and assigns and any such successor or assignee shall be deemed substituted for the Corporation or Alaska under the terms of this Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires the ownership of the Corporation or Alaska or to which the Corporation or Alaska assigns this Agreement by operation of law or otherwise. B. Waiver. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach. C. Modification. This Agreement may not be amended or modified other than by a written agreement executed by Employee and the Chief Executive Officer of the Corporation or Alaska or their designee. D. Complete Agreement. This Agreement constitutes and contains the entire agreement and final understanding concerning Employee’s relationship with the Corporation, Alaska, and their subsidiaries and affiliates and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof. Any representation, promise, or agreement not specifically included in this Agreement shall not be 7

binding upon or enforceable against either party. This Agreement is an integrated agreement; provided, however, that Employee’s obligations under the Confidentiality Obligations and the First Grant and Second Grant grant agreements are outside the scope of this integration provision. E. Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement, which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable. F. Governing Law. This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws. G. Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation, and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. Employee agrees and acknowledges that Employee has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so. H. Notices. (i) All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if delivered by hand, otherwise delivered against receipt therefor, or sent by registered or certified mail, postage prepaid, return receipt requested, unless expressly provided for otherwise in this Agreement. Any notice shall be duly addressed to the parties hereto as follows: (a) if to the Corporation: Virgin America Inc. Attn: Ben Minicucci, Chief Executive Officer, Virgin America Inc. 19300 International Boulevard Seattle, WA 98188 with a copy to: Alaska Airlines, Inc. 19300 International Boulevard SeaTac, WA 98188 Attn: Vice President, People 8

(b) if to Alaska: Alaska Airlines, Inc. 19300 International Boulevard SeaTac, WA 98188 Attn: Vice President People (c) if to Employee, at the last address of Employee on the books of Alaska. (ii) Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section for the giving of notice. Any communication shall be effective when delivered by hand, when otherwise delivered against receipt therefor, or five (5) business days after being mailed in accordance with the foregoing. I. Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose. J. Arbitration of Disputes. Disputes or controversies arising under Section XI or Employee’s Confidentiality Obligations may be brought only by a party in the state or federal courts located in San Mateo or San Francisco County, California. Any remaining and timely controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability, interpretation, and/or the termination thereof, the employment or other relationship between the parties and/or the termination thereof, or any alleged breach, default, or misrepresentation in connection with this Agreement or any of its provisions, including, by way of example but not of limitation, and, without limiting the generality of the foregoing, any alleged violation of local, state, or federal statute, common law, or constitution, regardless of which party is pressing the claim, shall be submitted to final and binding arbitration, to be held in San Francisco, California, before a single arbitrator selected from the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), in accordance with the then-current JAMS Arbitration Rules and Procedures for employment disputes (which may be found at www.jamsadr.com under the Rules/Clauses tab), as modified by the terms and conditions in this paragraph; provided, however, that this agreement to arbitrate does not apply to any claims that as a matter of law cannot be subject to arbitration. The parties will select the arbitrator by mutual agreement or, if the parties cannot agree, then by striking from a list of qualified arbitrators supplied by JAMS from its labor and employment law panel. Final resolution of any dispute through arbitration may include any remedy or relief that is provided for by any applicable law. Statutes of limitations shall be the same as would be applicable if the action were brought in court. The arbitrator selected pursuant to this Agreement will allow such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator under this Agreement shall be final and binding on the parties to this Agreement and may be enforced by any court of competent jurisdiction. Alaska will pay all arbitration costs, including the arbitrator’s fees, provided that if Employee is the party initiating the claim, 9

Employee will pay an arbitration filing fee not to exceed the filing fee to initiate a claim in the court of general jurisdiction in the state in which Employee is (or was last) employed by Alaska, recognizing, however, that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court. If, however, any party prevails on a claim, which affords the prevailing party attorneys’ fees and costs, then the arbitrator may award reasonable fees and costs to the prevailing party. The arbitrator may not award fees or costs to a party that would not otherwise be entitled to such an award under applicable law. The arbitrator shall resolve any dispute as to the reasonableness of any fee or cost. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action or proceeding brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement (and/or the termination thereof), the employment or other relationship between the parties (and/or the termination thereof), and/or any alleged breach, default, or misrepresentation in connection with this Agreement or any of its provisions. K. Number and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders. L. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. M. Taxes. Alaska has the right to withhold from any payment hereunder the amount required by law to be withheld with respect to such payment or other benefits provided to Employee. Other than as to such withholding right, Employee shall be solely responsible for any taxes due as a result of the payments and benefits received by Employee contemplated by this Agreement. [Remainder of page intentionally left blank.] 10

I have read the foregoing agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences. EXECUTED this 6th day of July (month), 2018, at San Francisco (city), CA (state). Employee /S/ Peter Hunt Peter Hunt EXECUTED this 17th day of July 2018, at Seattle, Washington. Virgin America Inc., a Delaware corporation, Alaska Airlines, Inc., an Alaska corporation, /S/ Ben Minicucci By: Ben Minicucci Their: Chief Executive Officer of Virgin America, Inc. and President and Chief Operating Officer of Alaska Airlines, Inc. 11

EXHIBIT A - ADEA RELEASE AGREEMENT INFORMATION AND ELIGIBILITY CRITERIA NOTICE PURSUANT TO THE OLDER WORKERS BENEFIT PROTECTION ACT DISCLOSURE UNDER TITLE 29 U.S. CODE SECTION 626(f)(1)(H) DISCLOSURE STATEMENT – FEBRUARY 25, 2018 Pursuant to the Older Workers Benefits Protection Act, this is a list of the departments, job titles and ages (as of the date listed above) of Alaska Airlines, Inc. employees who were formerly Virgin America Inc. employees on December 14, 2016, except those who are part of a collective bargaining unit, who are selected and not selected for involuntary termination or position elimination. Employees listed as “Selected” were selected for involuntary termination or position elimination based on position and responsibilities, in light of projected overlap and anticipated needs given the Alaska Air Group, Inc. purchase of Virgin America Inc. and eventual merger of Virgin America Inc. operations into Alaska Airlines, Inc. operations. Employee terminations began occurring following the close of the purchase of Virgin America Inc. by Alaska Air Group, Inc. on December 14, 2016, and are scheduled to proceed for approximately twenty-five (25) months thereafter. Employees listed as “Not Selected” have been offered roles in the combined Virgin America Inc.-Alaska Airlines, Inc. organization in a non-collective bargaining unit position. Employees listed as “Not Selected” and denoted with an asterisk (“*”) were initially selected but applied for and received a new position within the combined Virgin America Inc.-Alaska Airlines, Inc. organization. Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Airports & Guest Administrative Airports & Guest Coordinator 61 Services Assistant Services Station Operations Airports & Guest Customer Service Airports & Guest Policy & 28 Services Agent Zone 1 Services Procedure Spclst II Airports & Guest Guest Relations Airports & Guest Guest Relations 35, 44 27, 61 Services Agent Services Agent Airports & Guest Guest Relations Airports & Guest Guest Relations 30, 33, 33, 44, 42, 52, 61 Services Specialist Services Specialist 55, 62 Airports & Guest Guest Relations Airports & Guest Guest Relations 30, 33 Services Supervisor Services Supervisor Airports & Guest Guest Services Airports & Guest Director Station 46 Services Manager Services Operations Airports & Guest Guest Services Airports & Guest Mgr Station 47 Services Manager Services Admin & Compliance Airports & Guest GuestRelations Airports & Guest GuestRelations 35 Services Insight Analyst Services Insight Analyst Airports & Guest Manager, Guest Airports & Guest Ticket Counter 47 Services Relations Services Manager Airports & Guest Manager, OCC GS Airports & Guest Manager, OCC 60 Services Support Services GS Support Airports & Guest OCC Guest Services Airports & Guest Mgr Customer 34, 34, 35 Services Supervisor Services Operations SOC Airports & Guest OCC Guest Services Airports & Guest OCC Guest 34 Services Supervisor Services Services Supervisor Airports & Guest Ramp Operations Airports & Guest Station Duty 28, 34 Services Supervisor Services Manager 12

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Airports & Guest Ramp Operations Airports & Guest Station 28, 29, 30, 31, Services Supervisor Services Supervisor 32, 33, 39, 39, 44, 49, 55, 66 Airports & Guest Station Director Airports & Guest MD, Station 46 Services Services Operations Seattle Airports & Guest Station Manager III Airports & Guest Customer 51 Services Services Service Manager II Airports & Guest Station Manager Airports & Guest Customer 26, 40, 42, 59 Services Level II Services Service Manager I Airports & Guest Station Manager Airports & Guest Customer 36, 45, 45 Services Level II Services Service Manager II Airports & Guest Station Manager Airports & Guest Manager Ground 50*, 54 Services Level II Services Operations II Airports & Guest Station Manager Airports & Guest Station Manager 60 Services Level II Services Level II Airports & Guest Supv, Procedures Airports & Guest Supv, 48 Services and Process Services Procedures and Process Airports & Guest Supv. Airport Gst Airports & Guest Station Duty 33 Services Svcs II Services Manager Airports & Guest Supv. Airport Gst Airports & Guest Station 29, 36*, 45, 48 Services Svcs II Services Supervisor Airports & Guest Supv. Airport Gst Airports & Guest Supv. Airport 41, 42 Services Svcs II Services Gst Svcs II Airports & Guest Supv. Airport Gst Airports & Guest Station Duty 44, 52 Services Svcs. I Services Manager Airports & Guest Supv. Airport Gst Airports & Guest Station 26, 27*, 30, 30, Services Svcs. I Services Supervisor 31, 35, 35, 37, 41*, 42*, 44, 44, 49, 56 Airports & Guest Supv. Airport Gst Airports & Guest Supv. Airport 29, 31, 40 Services Svcs. I Services Gst Svcs. I Airports & Guest Supv, Procedures Inflight Inflight 34* Services and Process Supervisor Airports & Guest Continuous Legal & Gov't Affairs Sr Quality 30 Services Improvement Rep Assurance Auditor Airports & Guest Mgr, Continuous Legal & Gov't Affairs Sr Quality 51 Services Improvement Assurance Auditor Airports & Guest Supv. Airport Gst Marketing Onboard Food & 30 Services Svcs II Beverage Spclst Airports & Guest Customer Service Operations Control Manager Crew 60 Services Agent Zone 1 Center Planning - TEMP Airports & Guest Lead Customer Operations Control Mgr Customer 25 Services Service Agent Z2 Center Operations SOC Airports & Guest Supv. Airport Gst Tech Operations Mgr Central 35* Services Svcs II Reserv. Control Corporate Security Director Security Corporate Security MD Security 58 Corporate Security Manager Corporate Corporate Security Mgr Security 48 Security Compliance Ops Corporate Security Regulatory Security Corporate Security Physical 36 Coordinato Security 13

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Program Spec Corporate Security Fraud Analyst Marketing Fraud Analyst 38 Corporate Security Security Marketing Security 41 Investigative Investigative Manager Manager Executive Executive Assistant Executive Executive 63 to CEO Assistant to CEO Executive SVP & CFO Executive President Virgin 48 America Executive VP, Controller Executive VP, Controller 47 Executive VP Rev Mgmt & Planning VP Revenue 54 Products Management Facilities CRE Contract Facilities CRE Contract 64 Services Manager Services Manager Facilities Director, Real Facilities MD CA Airport 47 Estate/Facs Real Estate Finance Accounts Payable Finance Accounts 47 Analyst Payable Analyst Finance Director, Revenue Finance Director, 53 Accounting Revenue Accounting Finance Financial Plan & Finance Financial Plan & 37 Analy Manager Analy Manager Finance Guest Refunds Lead Finance Guest Refunds 36 Lead Finance Heavy Maint. Finance Heavy Maint. 70 Materials Supv Materials Supv Finance Junior Accountant Finance Junior 25 Analyst Accountant Analyst Finance Manager Accounts Finance Manager 37 Payable Accounts Payable Finance Materials Manager Finance Director SCM- 46 Airbus Operations Finance Mgr. Revenue Acct. Finance Mgr. Revenue 33 Acct. Finance Payroll Analyst - Finance Payroll Analyst - 57 48 NonCrew NonCrew Finance Sr Staff Accountant Finance Sr Staff 30 Accountant Finance Staff Accountant Planning Staff Accountant 39 Finance Heavy Materials Tech Operations Manager Heavy 57 Manager Materials Finance Manager Tech Operations Manager 33, 39 Accounting Accounting Finance Sr Staff Accountant Tech Operations Sr Staff 28, 33, 60 Accountant Finance Staff Accountant Tech Operations Staff Accountant 28 Flight Operations Assistant Chief Pilot Flight Operations Director Base 50 Chief Pilot Flight Operations Base Chief Pilot Flight Operations Director Base 48, 49 Chief Pilot Flight Operations Crew Qualification Flight Operations Crew 37, 57 Specialist Qualification 14

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Specialist Flight Operations Crew Flight Operations Flt Trn Resourse 37 Records/Training Pln Admstr Sch Flight Operations Director FO Flight Operations Director FO 50 Training Training Flight Operations Director,Flight Flight Operations Director Fleet 43 Standards & QA Captain Flight Operations Executive Assistant Flight Operations Base 39 Coordinator Flight Operations Flight Ops Engineer Flight Operations Flight Ops 52 26 Engineer Flight Operations Ground School Flight Operations Flt Courseware 34, 55, 70 Instructor Dev & Instruct Flight Operations Ground Training & Flight Operations Flt Courseware 32 Systems Mgr Dev & Instruct Flight Operations Manager Flight Flight Operations Manager Flight 30 Efficiency Efficiency Flight Operations Mgr Inst Sys Design Flight Operations Manager Flight 46 & Training Operations Trai Flight Operations Mgr. Flight Ops Flight Operations Principal Flight 55 Engineering Ops Engineer Flight Operations Mgr. Tech Pubs. Flight Operations Mgr. Tech Pubs. 32 Flight Operations Standards Captain Flight Operations Line Pilots - 43, 45, 50, 55 Captain Flight Operations Supv Pilot Crew Flight Operations Sr Flight 47 Records/Sched Training Scheduler Flight Operations Technical Writer Flight Operations Technical Writer 32 Flight Operations Technical Data Tech Operations Engineering 52 Mgmt Spec 3 Specialist II Inflight Cabin Safety & Inflight Cabin Safety & 45 Compliance Mgr Compliance Mgr Inflight Catering Operations Inflight Catering 32 52 Analyst Operations Analyst Inflight Director, Inflight Inflight MD Inflight 53 Operations Inflight Flight Attendant Inflight Inflight 30 Leader Supervisor Inflight In-Flight Manager Inflight Inflight Base 44, 45 Manager III Inflight In-Flight Manager Inflight Inflight Duty 53 Manager Inflight InFlight Operational Inflight Inflight 40 Lead Supv Supervisor Inflight Inflight Inflight Inflight 51 Policy&Proc Policy&Proc Analyst Analyst Inflight InFlight Supervisor Inflight Inflight 39, 49, 50*, 61 Supervisor Inflight InFlight Supervisor Inflight Supervisor 44 Inflght Performance Inflight Mgr. Inflight Inflight Mgr. Inflight 61 Catering Catering Inflight Project Manager, Inflight Project 41 InFlight Manager, 15

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) InFlight Inflight Uniforms&Promoti Inflight Uniforms&Prom 31 ons Supervisor otions Supervisor IT Applications IT Applications 28, 37, 48 Administrator Administrator IT Bus Systems Partner IT Manager IT 57 Manager Applications IT Data Scientist Corp. IT Sr Solutions 32 Analytics Architect IT Database Architect IT Senior Database 51 Administrator IT Director IT IT MD IT 41 Operations Operations IT IT Business IT IT Business 56 Systems Analy Systems Analy IT IT Business IT Solutions 34, 48 Systems Analy Architect IT IT Project Analyst IT Sr Field Service 40 Specialist IT IT Support Tech IT Field Services 36, 44 Analyst Technician I IT IT Support Tech IT Field Services 28, 38, 38, 54 Analyst Technician II IT Jr. Windows IT Enterprise 39, 41 Systems Admin Systems Engineer II IT Linux Systems IT Enterprise 51 Administrator Systems Engineer II IT Manager IT IT Manager IT 41 Technical Supp Field Services IT Mgr. IT IT Manager 51 Infrastructure & Compute Data Platforms IT Network Engineer IT Network 34 Engineer III IT Network Engineer IT Network 38 Operations Engineer II IT Senior Security IT Information 47 Engineer Security Tools Eng IT Sr Applications IT Sr Applications 51 Administrator Administrator IT Sr. Linux Systems IT Sr Enterprise 38 Engineer Systems Engineer IT Sr. Telephony IT Voice Network 50 Engineer Engineer IT Sr. Windows IT Sr Enterprise 30 Systems Administra Systems Engineer IT Director, Software Marketing Director, 45 Engineering Software Engineering IT Jr. Software QA Marketing Jr. Software QA 33 Engineer Engineer 16

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) IT Manager, Web Marketing Manager, Web 40 Technology & Test Technology & Test IT Mgr - Software Marketing Mgr - Software 34 Engineer Engineer IT QA Java Engineer Marketing QA Java 29 Engineer IT Sr. IT Architect Marketing Sr. IT Architect 48 IT Sr. IT Web Marketing Sr. IT Web 47 Developer Developer IT Sr. Software Test Marketing Sr. Software 32 Engineer Test Engineer IT Mgr, MX Technical Tech Operations MC Duty 49 Projects Manager Marketing Director,Guest Marketing Director,Guest 34 Loyalty Loyalty Marketing Manager, Product Marketing Director 53 Development Onboard Brand Exp Marketing Manager, Web Marketing Manager, Web 48 Development -Mktg Development - Mktg Marketing Marketing Writer Marketing Senior 40 Copywriter Marketing Sr Marketing Personalization 28 Analyst,Marketing Strategy Mgr Analytics Marketing Manager, Operations Control Sector Manager 38* Maintenance Center Planning Operations Control Crew Payroll Flight Operations Supervisor Crew 37 Center Supervisor Pay Operations Control Crew Planning Flight Operations Crew Planner II 32 Center Analyst Operations Control Crew Resource Flight Operations Duty Mgr Pilot 45 Center Analyst Crew Scheduling Operations Control Lead Crew Flight Operations Tech Editor & 34 Center Scheduler Pubs Specialist Operations Control Supervisor, Crew Flight Operations Flt Ops QA & 35 Center Pay & Support Sys Support Anlys Operations Control CSS Supervisor Operations Control Mgr on Duty, 33 Center Center Crew Scheduling Operations Control Manager Dispatch Operations Control Manager 53 Center Center Dispatch Operations Control Manager, OCC Operations Control Director System 40 Center Policies & Admin Center Operations Operations Control System Ops Center Operations Control System Ops 41, 44, 59, 65 40 Center Manager Center Center Manager Operations Control Manager Pilot Crew People Manager, Labor 39 Center Scheduling Relations People Corporate Learning Airports & Guest Supv 47 Dev. Instr Services Instructional Design People InFlight Learning Inflight Flight Attendant 52 Instr II Leader 17

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) People Teammate&Commu Marketing Marketing 40* nity Events Mgr Manager - Bay Area People HR Operations People HR Operations 39 Manager Manager People Leave of Absence People Leave of 29 Specialist Absence Specialist People LMS and Analytics People LMS and 33 Analyst Analytics Analyst People Manager Benefits People Manager 36 and Wellness Benefits and Wellness People Manager, Leave People HR Business 36 Administration Partner People Manager, TM People Manager, TM 48 Relations Programs Relations Programs People Mgr Learning Ops People Manager 45 & Delivery Training Delivery People Mgr. Travel & People Mgr. Travel & 60 Accomodations Accomodations People Ramp Instructor II People Training 37, 55 Delivery Specialist People Recruitment People Recruiter 28 Coordinator People Recruitment People Recruitment 42 Coordinator Coordinator People Supv. GS & CC People Manager, GS & 31 Learning CC Learning People Talent Acquisition People Senior Recruiter 49, 54 Manager People Team Travel People Team Travel 28 Specialist Specialist People Workers Comp People Sr 31 Program Manager Leave&Disabilit y Admnstrtr Planning National Acct Mgr Legal & Gov't Affairs Gen Mgr Sales 47 (Corp) & Cmmnty Mktg Planning Sales & Distribution Legal & Gov't Affairs Community 44 Analyst Relations Specialist Planning National Acct Mgr Planning Sales & 41, 53 (Corp) Community Mktng Mgr Planning Sr Analyst - Planning Sr Schedule 34 Schedule Planning Planning Analyst Planning Sr Analyst- Price Planning Mgr. Revenue 36 and Rev Mgt Acct. Planning Sr Analyst- Price Planning Sr Pricing 33 and Rev Mgt Analyst Planning Sr Analyst- Price Planning Yield Mgmt 35 and Rev Mgt Analyst II 18

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Safety ASAP Safety Safety Safety Mgmt 36 Manager System ASAP Mgr Safety Emergency Safety Emergency 49 Prepardedness Mgr. Prepardedness Mgr. Safety FOQA Data Safety Safety FOQA Data 33 Analyst Safety Analyst Sales CC-QA Policy & Airports & Guest CC-QA Policy 29 Procedure Spec Services & Procedure Spec Sales Contact Ctr Systems Marketing Call Center 50* Admin Technology Spclst Sales eCommerce Marketing eCommerce 34 Specialist Specialist Sales Reservation Marketing Reservation 43 Systems Manager Systems Manager Sales Sr. Reservation Marketing Sr. Reservation 33, 39 Systems Analys Systems Analys Sales Contact Center Sales Contact Center 53 Strategy Mgr Strategy Mgr Sales Executive Sales Sales Executive Sales 51 Support Spec Support Spec Sales Lead Reservations Sales Lead 50, 67 Sales Agent Reservations Sales Agent Sales Manager Agency Sales Manager 49 Distribution Agency Distribution Sales Sr. Reservation Sales Sr. Reservation 34 Systems Analys Systems Analys Tech Operations Maintenance Flight Operations MEL/CDL 34 Analyst Planner Program Manager Tech Operations Administrative Tech Operations Line 42 Assistant Maintenance Coordinator Tech Operations Airworthiness Tech Operations Airworthiness 32 Directive Coord Directive Coord Tech Operations Airworthiness Tech Operations Airworthiness 38 Directive Coord Directve Analyst Tech Operations Business Process Tech Operations Sr Business 63 Manager Process Analyst Tech Operations CASS Manager Tech Operations Manager Quality 48 Assurance Tech Operations Dir Cabin Sys Proj Tech Operations MD Cabin 37 Eng & PD Systems & Prod Design Tech Operations Director of MCC & Tech Operations MD MCC & 55 Line Mainten Line Maintenance Tech Operations Director, Chief Tech Operations Director Chief 55 Engineer Engineer Tech Operations Engine Records Tech Operations Aircraft Records 58 Analyst Analyst II Tech Operations General Manager Tech Operations General 54 19

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Heavy MX Manager Heavy MX Tech Operations IFE Engineer Tech Operations Project Engineer 33, 34 II Tech Operations Interiors Project Tech Operations Project Engineer 41 Engineer II Tech Operations Lead Maintenance Tech Operations Line 41 Technician Maintenance Supv Tech Operations Lead Maintenance Tech Operations Maintenance 37 Technician Controller Tech Operations Line Maintenance Tech Operations Maintenance 45 Manager Controller Tech Operations Line Maintenance Tech Operations Manager, Line 39, 54, 56, 57 Manager Maintenance Tech Operations Line Maintenance Tech Operations Maintenance 55 Supv Controller Tech Operations Line Maintenance Tech Operations Supervisor Line 30, 35, 39, 47, Supv Maintenance 51, 53, 53, 55, 55, 55, 62 Tech Operations Maintenance Tech Operations Maintenance 60, 62 31, 34, 38, 43, Analyst Planner Analyst Planner 52, 57, 60 Tech Operations Maintenance Tech Operations Maintenance 49, 62 Controller Control Duty Mgr Tech Operations Maintenance Tech Operations Maintenance 38, 39, 53, 54, Controller Controller 58, 58, 64 Tech Operations Maintenance Tech Operations Sr Engineering 55 Program Analyst Specialist Tech Operations Maintenance Tech Operations Engineer II 58 Program Engineer Tech Operations Maintenance Tech Operations Maintenance 51 Technician DAL Controller Tech Operations Maintenance Tech Operations Technical 63 Training Instr. Training Instructor Tech Operations Manager Avionics Tech Operations Manager 33 Engineer Engineering Tech Operations Manager Tech Operations Airframe 44 Component Shops Vendor Maint Rep Tech Operations Manager, Aircraft Tech Operations Manager, 47 Records Aircraft Records Tech Operations Manager,Reliability Tech Operations Mgr AD/CFR 50 &MaintProg Aircraft Info Sys Tech Operations MC Duty Manager Tech Operations Maintenance 45 Controller Tech Operations MC Duty Manager Tech Operations MC Duty 40, 41, 55 Manager Tech Operations MEL Engineer Tech Operations Engineer II 56 Tech Operations Mgr, Maintenance Tech Operations Mgr, 56 Control Ctr Maintenance Control Ctr Tech Operations Mgr. Interiors & Tech Operations Manager Project 55 Systems Engin Engineering Tech Operations Mgr.TO Training Tech Operations Manager 61 Technical Training M&E 20

Selected Not Selected Department (As of Job Title (As of Department (As of Job Title (As of (Ages as of (Ages as of Dec. 14, 2016) Dec. 14, 2016) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Feb. 25, 2018) Tech Operations New Aircraft Tech Operations Aircraft Records 35 Analyst Analyst II Tech Operations Powerplant Tech Operations Senior Engineer 38 Engineer Tech Operations Project Engineering Tech Operations Manager Project 38 Manager Engineering Tech Operations Project Engineering Tech Operations Project Engineer 30 Manager II Tech Operations Project Manager, Tech Operations Project Manager 56 Ops Projects III Tech Operations Quality Rep Tech Operations Compliance 63 Specialist Tech Operations Quality Rep Tech Operations Sr Quality 33, 49, 50, 50, Assurance 56, 58, 58, 60, Auditor 65 Tech Operations Records Analyst II Tech Operations Aircraft Records 34, 43, 50, 54, Analyst II 56, 58, 62 Tech Operations Reliability Analyst Tech Operations Engineering 27 Specialist I Tech Operations Reliability Analyst Tech Operations Engineering 31 Specialist II Tech Operations Senior Records Tech Operations Sr Aircraft 35 Analyst Records Analyst Tech Operations Systems Engineer Tech Operations Engineer II 30 Tech Operations Tech Operations Tech Operations Airframe 48, 57 Supervisor Vendor Maint Rep Tech Operations Tech Operations Tech Operations Maintenance 32 Supervisor Technician LAX JFK Tech Operations Technical Data Tech Operations Sr Engineering 49 Mgmt Analyst Specialist Tech Operations Technical Instructor Tech Operations Technical 50, 59, 63 Training Instructor Tech Operations Tooling Tech Operations Tooling 40, 64 Maintenance Coordinator Coordinato Tech Operations Training Tech Operations M&E Train 33 Coordinator Content Developer INFORMATION AND ELIGIBILITY CRITERIA NOTICE PURSUANT TO THE OLDER WORKERS BENEFIT PROTECTION ACT DISCLOSURE UNDER TITLE 29 U.S. CODE SECTION 626(f)(1)(H) DISCLOSURE STATEMENT -- JUNE 2, 2017 Pursuant to the Older Workers Benefits Protection Act, this is a list of the job titles and ages (as of the dates shown in the chart below) of Virgin America Inc. employees, except those who are part of a collective bargaining unit, who were selected and not selected for involuntary termination or position elimination and initial severance eligibility as of the dates shown in the chart below. Employees were selected based on position and responsibilities, in light of projected overlap and anticipated needs given the Alaska Air Group, Inc. purchase of Virgin 21

America Inc. Employees listed as “Selected” are eligible for severance based on the criteria in the Virgin America Inc. change-in-control severance plans. Employee terminations began occurring following the close of the transaction on December 14, 2016, and are scheduled to proceed for approximately twenty-five (25) months thereafter. Employees listed as “Not Selected” have been offered roles in the combined Virgin America Inc.-Alaska Airlines, Inc. organization and are ineligible for severance, unless otherwise further explained with an asterisk. Employees listed as “Not Selected” and denoted with an asterisk (“*”) were given a job offer in the combined Virgin America Inc.-Alaska Airlines, Inc., declined that offer, and it is unknown as of the date of this disclosure whether or when they will be selected for employment termination. Employees listed for the March 10, 2017 and June 2, 2017 selections indicated with a caret (^) experienced a job title change, and thus are listed under a different job title as of December 14, 2016. December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Airports & Guest Services Administrative Assistant 51 60 51 60 51 61 Continuous Improvement 29 29 29 Rep Director Airport Ops & Gst 55, 57 56, 57 56, 58 Ser DOT Compliance Analyst 38 38 Executive Assistant 29 29 GS and Baggage Ops Supv 30 31 31 GS Policy & Procedures Spec 26 27 27 Guest Relations Agent 22, 25, 30*, 22, 26, 30*, 23, 26, 33, 32, 34*, 43*, 33, 34*, 43*, 34*, 44*, 60, 60, 61 60, 61 61 Guest Relations Specialist 29 31*, 32*, 34, 29 32*, 32*, 34, 29 32*, 33*, 34, 41, 42*, 51, 41, 43*, 51, 41, 43*, 51, 54*, 60, 61* 54*, 60, 61* 55*, 61*, 61 Guest Relations Supervisor 28, 31 29, 32 29, 32 Guest Services Manager 45, 46 45, 46 45, 47 GuestRelations Insight 33* 34* 34* Analyst Manager, Guest Relations 46 46 46 Manager, OCC GS Support 59 59 60 Manager, Policies & 47 47 47 Procedures Mgr, Continuous 49 50 50 Improvement OCC Guest Services 33, 33, 32 33, 33, 33 33, 34, 33 Supervisor 33, 34 33, 34 34, 34 Ramp Operations Mgr I 48 48 Ramp Operations Mgr II 34, 41 34, 41 34, 41 Ramp Operations Supervisor 27, 27, 28, 27, 27, 29, 27, 27, 29, 29, 30, 31, 29, 30, 31, 29, 30, 31, 32, 32, 38, 32, 33, 38, 32, 33, 38, 38, 43, 48, 38, 43, 48, 38, 44, 49, 54, 65 54, 65 55, 66 22

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Ramp Safety & Ops 32, 51 32, 52 32 Specialist Station Concierge Supervisor 35 35 Station Director 57 45 57 45 57 45 Station Manager III 38 35, 50 38 36, 50 38 36, 50 Station Manager Level I 64 64 64 Station Manager Level II 42, 49, 25, 35, 37, 43, 49, 25, 35, 37, 43, 49, 26, 35, 38, 58, 59 39, 40, 41, 59, 59 39, 40, 41, 59, 59 40, 40, 42, 44, 44, 53, 58 44, 44, 53, 58 45, 45, 53, 58 Supv, Procedures and Process 32 47 33 47 33 47 Supv. Airport Gst Svcs II 27, 28, 28, 29, 30, 27, 28, 28, 29, 31, 27, 28, 28, 31, 33, 31, 34, 32, 34, 44, 47 31, 34, 32, 34, 44, 47 32, 34, 34, 44, 48 34, 35, 34, 35, 34, 36, 36, 40, 36, 40, 36, 41, 41, 42, 42, 42, 42, 42, 42, 43, 42, 43, 42, 44, 44, 46, 44, 46, 45, 47, 50 50 51 Supv. Airport Gst Svcs. I 26, 27, 25, 28, 28, 26, 27, 26, 29, 29, 27, 28, 26, 26, 29, 27, 28, 30, 34, 34, 28, 28, 30, 34, 34, 28, 30, 29, 31, 34, 30, 30, 36, 41, 42, 30, 30, 36, 41, 43, 30, 30, 35, 36, 41, 30, 31, 43, 43, 48, 30, 31, 43, 43, 48, 31, 34, 43, 43, 43, 31, 34, 50, 55 31, 34, 51, 55 40, 40, 49, 51, 55 39, 39, 39, 40, 41, 42, 41, 41, 41, 41, 42, 50, 41, 50, 42, 50, 52 51, 57 51, 57 Corporate Security Director Security 57 Fraud Analyst 37 37 37 Manager Corporate Security 47 47 48 MD Safety & Security 57^ 57^ Regulatory Security 35 35 35 Coordinator Security Investigative 39 40 40 Manager Executive CEO & President 56 Chief Marketing Officer 54 Chief Operating Officer 60 Executive Assistant to CEO 62 62 62 President Virgin America 47^ 47^ SVP & CFO 47 SVP General Counsel 60 SVP People & Inflight 64 SVP Planning/Sales/Rev. 57 Mgmt. SVP Technical Operations 52 VP Rev Mgmt & Products 52 23

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected VP Treasurer 52 VP, Branding & 41 41 41 Communications VP, Controller 46 46 46 VP, Flight Operations 61 61 61 VP/Chief Technology Officer 47 Facilities CRE Contract Services 63 63 64 Manager Director, Real Estate/Facs 46 Manager Airline Facilities 34* 34 34 MD CA Airport Real Estate 46^ 47^ Finance Accounts Payable Analyst 26, 36, 26, 36, 26, 36, 46 46 46 Aircraft and Lease Manager 48 48 49 Banking Operations Manager 48 49 Buyer Analyst 33 33 Catering Procurement Mgr 38 38 38 Contract Administration Mgr. 39 39 Director Financial Planning 41, 41 Director Internal Audit 38 Director Procurement 49 Director SCM-Airbus 45^ 45^ Operations Director, Assistant Controller 43 43 43 Director, Ex Report/Tech 43 Acct Director, Investor Relations 37 Director, Revenue 52 52 52 Accounting Div. Finance Mgr II 34 34 34 Executive Assistant 39 39 Financial Plan & Analy 27, 33, 28, 33^, 33^, 36, Manager 35, 47 36, 47 47 Guest Refunds Lead 35 35 36 Heavy Maint. Materials Supv 69 69 70 Heavy Materials Manager 55 56 56 Junior Accountant Analyst 24, 35 24, 36 24, 36 Manager Accounting 29, 32, 29, 32, 29, 33, 38 38 38 Manager Accounts Payable 36 36 36 Manager Payroll 48 48 48 Materials Manager 45 MD Financial Planning 41^ 41^ MD Procurement 49^ 49^ Mgr. Revenue Acct. 32 33 33, 35^ Payroll Analyst - NonCrew 56 46 56 47 47, 56 24

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Revenue Accounting Analyst 45 45 45 Sr Staff Accountant 26, 27, 27, 28, 27, 29, 29, 29, 29, 29, 33, 59 32, 58 32, 59 Sr. Technical Accountant 33 Staff Accountant 27, 30, 27, 38 27, 38 38 Flight Operations Assistant Chief Pilot 49 Base Chief Pilot 47 40, 47 47 40, 48 48 41, 48 Brand&Communication 27 27 27 Specialist Crew Qualification Specialist 36, 56 36, 56 37, 56 Crew Records/Training Sch 36 36 37 Director FO Training 49 49 49 Director, Operations 46^ 47^ Director, System Chief Pilot 46 Director,Flight Standards & 41 42 42 QA Executive Assistant 38 38 39 Flight Operations Auditor 51 51 52 Flight Operations Project 32 32 32 Mgr. Flight Ops Engineer 51 51 25 51 26 Ground School Instructor 33, 54, 69 33, 54, 69 33, 54, 69 Ground Training & Systems 31 31 31 Mgr Manager Flight Efficiency 29 29 29 Mgr Flight Ops Training 40 41 41 Mgr Inst Sys Design & 45 45 45 Training Mgr. Flight Ops Engineering 53 54 54 Mgr. Flight Technical 54 55 55 Mgr. Tech Pubs. 31 31 31 Program Mgr, Corporate 32 Process Standards Captain 41, 44, 49, 54 42, 44, 49, 54 42, 44, 49, 55 Supv Pilot Crew 46 46 46 Records/Sched System Chief Pilot 49^ 49^ Technical Data Mgmt 26 26 26 Analyst Technical Data Mgmt Spec 2 41, 42 41, 42 41, 42 Technical Data Mgmt Spec 3 31, 51 31, 51 32, 51 Technical Writer 31 31 31 Inflight Administrative Assistant 27 27 28 25

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Cabin Safety & Compliance 44 44 45 Mgr Catering Operations Analyst 31, 51 31, 51 31, 51 Director, Inflight 52 InFlight Guest Experience 57 57 57 Mgr In-Flight Manager 42, 43 43, 44 43, 44 InFlight Operational Lead 38 39 38 39 38 39 Supv InFlight Operations Manager 52 52 53 Inflight Policy&Proc Analyst 50 50 50 InFlight Supervisor 39, 49, 28, 38, 43, 39, 49, 28, 38, 43, 39, 49, 29, 38, 43, 56, 64 48, 60 57, 65 48, 60 65 48, 60 MD, VX InFlight 52^ 52^ Mgr, InFlight 31 Communications Mgr. Inflight Catering 60 60 61 Project Manager, InFlight 40 40 40 Uniforms&Promotions 30 30 31 Supervisor IT Applications Administrator 27, 35, 47 27, 36, 47 28, 36, 48 Bus Systems Partner 55 56 56 Manager Data Scientist Corp. 31 31 32 Analytics Database Architect 50 50 50 Dir,Integration Project Mgmt 36^ 36^ Director IT Operations 40 Director, Software 44 44 44 Engineering IT Business Systems Analy 33, 46, 55, 56 33, 47, 55, 57 34, 47, 55 IT Network Manager 46 47 47 IT Project Analyst 39 39 39 IT Support Tech Analyst 27, 35, 37, 27, 35, 37, 27, 35, 37, 37, 42, 53 37, 43, 53 38, 43, 54 Jr. Software QA Engineer 32 32 32 Jr. Windows Systems Admin 38, 39 38, 40 39, 40 Linux Systems Administrator 49 50 50 Manager IT Technical Supp 39 40 40 Manager, Web Technology & 39 39 39 Test MD IT Operations 40^ 40^ Mgr - Software Engineer 32 33 33 Mgr. IT Infrastructure & Data 50 50 50 Network Engineer 33, 37 33, 37 33, 37 Program Project Mgr. 36 QA Java Engineer 28 28 28 Senior Security Engineer 45 46 46 26

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Sr Applications 50 50 51 Administrator Sr Network Engineer 47 48 48 Sr. IT Architect 47 47 47 Sr. IT Web Developer 46 46 47 Sr. Linux Systems Engineer 37, 45 37, 46 37, 46 Sr. Software Test Engineer 31 31 32 Sr. Telephony Engineer 48 49 49 Sr. Windows Systems 29, 31 29, 32 30, 32 Administra Legal & Gov't Affairs Director&Assoc General 34, 38 35, 38 35, 39 Counsel Director&Deputy 47 48 48 GeneralCounsel Paralegal (Contracts Adm) 60 60 61 Marketing Co-Brand Prgm Lead, 35^ 36^ Marketing Corp Comm Manager 34 34 34 Design Director Manager 38 38 Digital Graphic Designer 30 30 Digital Marketing Manager 49 50 50 Digital Promotions Manager 55 55 Director Corporate Commun 31 Director Digital Marketing 38 38 Head of Brand Creative 40 40 40 Head of Public Relations 40 40 41 IFE Content & Partnership 41 41 41 Mgr Interim Director,Guest 33^ 33^ Loyalty Jr. Designer 27 28 28 Manager - Brand Marketing 33, 42 33, 42 33 Manager, Media Relations 27 27 27 Manager, Product 51 52 Development Manager, Web Development 47 47 47 -Mktg Marketing Coordinator 30 30 31 Marketing Web Developer 30, 38 30, 38 30, 38 Marketing Writer 39 39 39 Mgr Non-Airline Partnerships 40 40 Senior Advisor 47 47 48 Social Media Community 29 29 29 Analyst Social Media Manager 43 43 43 Sr Analyst Co-Brand 35 Marketing 27

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Sr Analyst,Marketing 31 27 31 Analytics Sr Loyalty Analyst 34* 34 Operations Control Center Crew Payroll Supervisor 35 36 36 Crew Planning Analyst 31 31 31 Crew Planning Mgr. 63 63 63 Crew Resource Analyst 43 44 44 CSS Supervisor 30, 32 31, 32 31, 32 Director – OCC 60 Director, Crew Resources 60 60 60 Manager Dispatch 52 52 52 Manager Pilot Crew 38 38 38 Scheduling Manager, OCC Policies & 39 39 39 Admin MD, OCC 60^ 61^ Mgr,ITM 31 32 CrewScheduling/Fcsting Supervisor, Crew Pay & 34 34 34 Support System Ops Center Manager 40, 43, 39 40, 43, 39 40, 43, 40 58, 63 58, 64 58, 64 People Comp & Benefits Analyst 28 28 28 Compensation Manager 34 35 Corp Learning Logistics 25 25 25 Supv Corporate Learning Dev. 46 46 46 Instr Director Compensation & 39 Ben Director Corporate Learning 49 Director, People 39 Director, Teammate 43 Relations Drug & Alcohol Specialist 36 36 36 Executive Assistant 32 33 GS Instructor I 29 29 29 GS Learning Instructor II 33 27* 33 27* 33 HR Business Partner 38, 38 38 39 HR Operations Manager 38 38 39 InFlight Learning Exp Supv 33 33 33 InFlight Learning Instr II 43, 51 43, 51 43, 51 Learning Technologies 35 35 35 Designer Leave of Absence Specialist 27 28 28 LMS and Analytics Analyst 31 32 32 28

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Manager Benefits and 35 35 35 Wellness Manager Leadership 61 61 Development Manager Recruitment 43 43 44 Manager, GS & CC Learning 30^ 30^ Manager, Leave 35 35 36 Administration Manager, Teammate 40 40 40 Experience Manager, TM Relations 47 47 48 Programs MD Corporate Learning 49^ 50^ MD, VX People 39^ 39^ Mgr Learning Ops & 44 Delivery Mgr, Learning Design & 35 Tech Mgr. Drug/Alcohol Program 44 44 44 Mgr. Travel & 59 59 60 Accomodations Ramp Instructor II 36, 54 36, 54 36, 55 Recruiter 31 32 32 Recruitment Coordinator 27, 36, 41, 48 27, 36, 41, 48 28, 37, 41, 49 Supervisor Ramp Learning 46 46 47 Supv. GS & CC Learning 30 Talent Acquisition Manager 48, 53, 58 48, 53, 58 48, 53, 58 Team Travel Specialist 27 27 28 Teammate Communication 30 Spec Teammate Experience Guru 54 54 55 Teammate Experience 29^ 29^ Specialist Teammate Relations - JD 33 33 Teammate&Community 39 39 40 Events Mgr Workers Comp Program 30 30 31 Manager Planning Ancillary Revenue Manager 26 26 Commercial Project 29 Specialist Director Network Planning 37 37 38 Director of Sales 51 52 52 National Acct Mgr (Corp) 40, 41, 46, 52 40, 42, 46, 52 40, 42, 46, 52 Network Planning Manager 34 Pricing Manager 38 38 29

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Revenue Planning&Inventory 34 Mgr Revenue Strategy Manager 36 Sales & Distribution Analyst 43 43 43 Sr Analyst - Schedule 33 33 Planning Sr Analyst- Price and Rev 28, 29, 31*, 32, 33, 28, 29, 31*, 41* 28, 29, Mgt 32 35*, 40* 35 31, 41 Safety ASAP Safety Manager 35 36 36 Director of Safety 59 Emergency Prepardedness 48 48 48 Mgr. FOQA Data Safety Analyst 31 32 32 FOQA Program Manager 33 33 Ground Safety Manager 48 48 SIMS & IEP Manager 34 34 Sales Call Center Supervisor 32 32 CC-QA Policy & Procedure 28 28 29 Spec Contact Center Strategy Mgr 52 52 52 Contact Ctr Systems Admin 49 50 50 Director, Distribution 44 eCommerce Specialist 33 33 34 Elevate Call Center Specialist 29 30 30 Executive Sales Support Spec 49 50 50 Manager Agency Distribution 48 48 48 MD Virgin America 45^ 45^ Integration Reservation Systems 42 42 42 Manager Sr. Analyst Distribution 38 38 38 Analy Sr. Analyst, Sales Distributio 27 27 Sr. Reservation Systems 32, 33, 32, 34, 32, 34, Analys 38 38 38 Tech Operations Administrative Assistant 41 42 42 Airworthiness Direcive 37 37 32, 37 Coordin Business Process Manager 62 62 62 CASS Manager 47 47 47 Chief Engineer 54 54 54 Dir Cabin Sys Proj Eng & PD 35 Dir. Chief Insp QA/Traing 65 65 Director of Base MX & 56 Planning Director of Engineering 48 30

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Director of MCC & Line 54 Mainten Engine Records Analyst 56 57 57 ETOPS Program Manager 55 55 55 General Manager Heavy MX 53 53 53 IFE Engineer 31, 32 32, 33 32, 34 Interiors Engineer 40 41 41 Interiors Project Engineer 37 37 37 Line Maintenance Manager 38, 44, 53, 38, 44, 53, 39, 45, 54, 55, 56 55, 56 56, 56 Line Maintenance Supv 29, 34, 38, 29, 34, 39, 29, 34, 39, 46, 50, 51, 46, 50, 51, 46, 50, 52, 51, 52, 53, 52, 52, 54, 53, 54, 54, 54, 54, 54, 54, 54, 54, 61 55, 55, 62 54, 61 Maintenance Analyst Planner 46, 58, 33, 37, 56, 59 46, 59, 33, 33, 37, 59, 61 33, 33, 38, 61 61 56, 59 56, 59 Maintenance Controller 37, 38, 38, 37, 38, 39, 37, 39, 48, 41, 48, 52, 41, 48, 52, 52, 54, 57, 53, 56, 57, 53, 57, 57, 57, 61, 63 61, 63 61, 63 Maintenance Program 54^ 54^ Analyst Maintenance Program 57 57 57 Engineer Maintenance Training Instr. 60, 62 62 62, 68 Manager Avionics Engineer 32 32 32 Manager Component Shops 43 43 44 Manager, Aircraft Records 46 46 47 Manager, Maintenance 36, 43 37, 43 37, 44 Planning Manager,Reliability&MaintP 38, 49 38, 49 50 rog MC Duty Manager 39 39, 44, 53 40 39, 44, 54 40 40, 44, 54 MD MCC & Line 54^ 54^ Maintenance MEL Engineer 55 55 56 Mgr, Maintenance Control 55 55 55 Ctr Mgr, MX Technical Projects 48 49 49 Mgr. Interiors & Systems 54 54 54 Engin Mgr.TO Training 59 60 60 New Aircraft Analyst 34 34 34 Powerplant Engineer 37 38 38 Project Engineering Manager 29 29 Project Manager, Ops 55 55 55 Projects 31

December 14, 2016 March 10, 2017 June 2, 2017 Job Title Selected Not Selected Selected Not Selected Selected Not Selected Quality Rep 62 31, 48, 49, 62 32, 48, 49, 63 32, 49, 49, 49, 49, 55, 49, 49, 55, 50, 56, 57, 56, 56, 59, 57, 57, 59, 57, 60, 60, 59, 64 59, 64 64 Records Analyst II 33, 42, 49, 33, 42, 49, 33, 42, 49, 53, 55, 57, 61 53, 55, 57, 61 53, 56, 57, 62 Reliability Analst 29, 54 30 26, 30 Senior Records Analyst 34 35 35 Structures Engineer 44 44 39 Systems Engineer 29 30 30 Tech Operations Supervisor 31, 42, 47, 31, 42, 47, 31, 43, 47, 54, 56 55, 56 55, 57 Technical Data Mgmt 48 48 48 Analyst Technical Instructor 49, 58, 62 49, 58, 62 49, 58, 62 Tooling Maintenance 39, 63 39, 63 39, 63 Coordinato Training Coordinator 32 32 32 Trax Systems Manager 32 32 32 32