Exhibit 10.4
CHANGEINCONTROL SEVERANCEAGREEMENT
This Change in Control Severance Agreement, entered into on September 1, 2026 (this "Agreement") by and between Gogo Inc., a Delaware corporation (the"Company"),and Michael Christensen ("Executive"),ismade effective asof the Effective Date (asdefined below). Certain capitalized terms used herein have themeanings given to them in Section 15hereof.
RECITALS:
WHEREAS,the Boardof Directors of the Company(the"Board'')considersthe maintenanceof asound managementto beessential toprotecting and enhancing thebestinterests oftheCompany and itsstockholders and, inthis connection, recognizes that thepossibility ofaChange inControl mayexistfromtimetotime,andthatthispossibility, andtheuncertainty andquestions itmayraise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders;
WHEREAS, the Board has determined that appropriate steps should be taken to encourage the continued attention and dedication of members of management of theCompany anditsSubsidiaries totheirassigned duties without thedistraction which mayarisefrom thepossibility ofaChangein Control;
WHEREAS, pursuant to that certain Purchase Agreement, by and among the Company, Gogo Direct Holdings LLC, the Sellers (as defined therein), Satcom Direct, Inc., a Florida corporation ("SatcomDirect") and other parties thereto, dated as of September 29, 2024, among other things, the Company acquired the equity interests of Satcom Direct (together with other transactions contemplatedby the Purchase Agreement, the"Transaction");
WHEREAS, inconnection withtheTransaction andExecutive's employment withGogo Business Aviation LLC, a Delaware limited liability company and asubsidiary of the Company ("Former Employer") that commenced on the date of the consummation of the Transaction the Company and Executive entered into a Change in Control Severance Agreement dated 19 November 2024 (the "Former Agreement");
WHEREAS,with effect from September 1, 2026(the "Effective Date"),the Executive's employment will be transferred from the Former Employer to Gogo Denmark ApS ("New Employer"), an indirect subsidiary of the Company and a member of the Company Group;
WHEREAS,the Parties wish to enter into this Agreement which, with effect from the Effective Date, shall replace the Former Agreement in its entirety, and which is intended to reflect substantially similar terms to those of the Former Agreement, subject to such consequential amendments as are necessary in connection with the transfer of the Executive's employment to the New Employer, necessitating the entry into this Agreement.
AGREEMENT:
Inconsiderationofthemutualcovenantscontainedherein,thepartiesagreeasfollows:
1.
Lapse of Former Agreement.The Company and Executive agree that this Agreement shall with effect from the Effective Date replace the Former Agreement in its entirety, and the Former Agreement shall thereupon lapse and become null and void.
2.
Change in Control and Severance Benefits.
(a)
Severance Payment. If Executive's employment with the Company Groupisterminated asaresult ofaQualifying Termination, theCompany shall procure that the notice period pursuant to clauses 5.1.1 and 5.1.2 of the Employment Agreement is observed by the employing entity and that the Executive is released from his duties (in Danish: "fritstillet") during such notice period, with no right of the employing entity to set off any income earned by the Executivefrom new non-competing employment against the Executive's remuneration during the release period. In addition, the Company shallpay Executive - or procure that the Executive is paid - an amount equaltothesum of(i) the Severance Pay, being six (6) months of Executive's Base Salary pursuant to clause5.1.3 of the Employment Agreement (the" Severance Pay"), (ii) an additional six (6) months of Executive's Base Salary, and (iii) an amount equal to the product of (x) 1/12 of Executive's Target Bonus and (y) the number of months in the Severance Period ((ii) and (iii) collectively, the "Additional Payment"). Notwithstanding anything to the contrary in the Employment Agreement, theCompany shall paytheAdditional Payment together withtheSeverance Pay (collectively, the "Severance Payment") in cash in a single lump sum payment within ten(10) daysfollowing theDateof Termination. In addition, the Company shall pay Executive - or procure that the Executive is paid - (A) any salary earned but unpaid prior to the Date of Termination and all accrued but unused paid time off or vacation, (B) any business or reimbursable relocation expenses incurred but not reimbursed as of the Date of Termination in accordance with the applicable business expense reimbursement policy of the Company Groupin effect on the Date of Termination, and (C) any award under the Annual Bonus Plan for which Executive has completed the prior calendar year and that has been approved by the Compensation Committee of the Board (the "Committee"), but for which the annual bonus has not been paid as of the Date of Termination.
(b)
EquityAwardAcceleration.If Executive'semploymentis terminatedas a result of a Qualifying Termination, then (i) the vesting of each Award that vests based on continued service, and the exercisability of each such Award that is a stock option, shall be automatically accelerated in full as of the Date of Termination, and (ii) each Award that vests based on performance shall be deemed to be earned and become vested and/or paid out in an amount equal totheproduct of(x)suchExecutive's target awardopportunity withrespect tosuch AwardforthePerformance Cycleinquestion and (y)thegreater of thepercentage ofPerformance Goals (which Performance Goals shall be pro-rated, if necessary or appropriate, to reflect the portion of thePerformanceCycle that hasbeen completed) achieved as of thedate of theChange inControl and asofthelast day of thefiscal quarter ended on or immediately prior to theDate of Termination. The portion of any Award that vests based on performance that does not vest in accordance with thepreceding sentence shall immediately beforfeited and canceled without any payment therefor. An Award shall continue to be exercisable in accordance with the Executive's Award
Agreement, and with respect to Awards other than stock options and restricted stock awards, willbesettleduponvesting totheextentsuch accelerated vesting ispermitted bySection 409A of the Code or, if not so permitted, on the scheduled settlement date in accordance with Executive's Award Agreement, including in each case, without limitation of any provisions that providethatinconnection withaChangeinControl,anAwardmaybesurrenderedandcancelled in exchange for a cash payment.
(c)
Other Termination. If the Executive's employment terminates other than as a result of a Qualifying Termination, the Executive shall not be entitled to receive severance or other benefits hereunder, but may be eligible for such severance and benefits (if any) as may then be available under the Employment Agreement, any Additional Agreement (defined below), or the then-existing severance and benefit plans and policies of the Company Group.
(d)
No Mitigation Requirement. The Executive shall not be required to mitigate the amount provided for in this section by seeking other employment or otherwise, nor shall the amount of any payment orbenefit provided forin this section bereduced bytheamount of any compensationearned by the Executive as the result of employmentby another employer, or by any set-off, counterclaim, recoupment, or other claim, right or action the Company Group may have against the Executive.
3.
Notices.All notices, reports, records orothercommunicationswhich arerequired or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in writing and delivered in person, by telecopy, by overnight courier, or by registered or certified mail, postage prepaid, return receipt requested, to the Company at its corporate headquarters totheattention oftheCorporate Secretary and to the Executive at thehome address most recently provided byExecutive totheCompany, or,inthecaseofeither party, tosuch other address as such party may have given to the other by notice pursuant to this Section 3.Notice shall bedeemed given on thedateof delivery, in thecaseofpersonal delivery or email, oron the delivery or refusal date, as specified on the return receipt, in the case of overnight courier or registered or certified mail.Any termination by the Company Group for Cause or by Executive for Good Reason shall be communicated by anotice of termination ("Notice of Termination") to the other party given in accordance with this Agreement or the Employment Agreement. Such notice shall indicate the specific termination provision in this Agreement or the Employment Agreement relied uponandshallsetforthinreasonabledetailthefactsandcircumstances claimed to provide a basis for termination under the provision so indicated. The failure by the Company Group or Executive to include in the notice any fact or circumstance arising prior to the date of suchnoticewhichcontributes toashowingofCauseorGoodReason,respectively, shallnotwaive anyright of theCompany Group or the Executive, as thecasemay be, hereunder, orpreclude the Company or the Executive, as the case may be, from asserting such fact or circumstance in enforcing its or his rights hereunder.
4.
LimitationofBenefits.
(a)
If upon aChange inControl any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Company and
its affiliatesandExecutive("Payments") wouldconstitutea"parachutepayment"withinthemeaning ofsection280GoftheCode("ParachutePayments"),then,ifandsolelytotheextentthatreducing the benefits payable hereunder, would result in the Executive receiving a greater amount, on an after-tax basis, taking into account any excise tax imposed pursuant to section 4999 of the Code (the "Excise Tax") and all applicable income, employment and other taxes payable on such amounts, the amounts payable hereunder shall be reduced or eliminated,as the case may be, so that thetotal amount ofParachute Payments received bytheExecutive would result in noportion of the payments being subject to the Excise Tax.
(b)
Any such reduction in the amount of compensation or benefits effected pursuantto this Section4shall first come from the AdditionalPaymentand then, inorder and in
eachcase,solelytotheextentnecessary,fromtheSeverance Pay,and thebenefit of the Award acceleration provided in Section 2(b).
5.
Restrictive Covenants.Notwithstanding anything to the contrary in this Agreement, Section 6 of theExecutive's Employment Agreement shall remain in full force and effect in accordance with the terms thereofto the extent mandated by applicable law.
6.
Further Assurances.Thepartiesshallcooperatefullywitheachotherandexecute such further instruments, documents and agreements, and shall give such further written assurances, as may be reasonably requested by one another to better evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intent and purposes of this Agreement.
7.
Applicable Law.This Agreement shall be governed by and construed in accordance with internal laws, but not the conflicts of law rules, of the State of Colorado.
8.
Arbitration.
(a)
Any dispute arising in connection with this Agreement shall besubmitted tofinal and binding arbitration, except forequitable orinjunctive actions orclaims by Executive for workers' compensation, unemployment compensation or benefits under a Company Group benefits plan.Judgment upon any award rendered by arbitration may be entered in any court having jurisdiction thereof.
(b)
Thearbitratorshall beselected bythemutualagreement of theparties.Any arbitrator selected shall be a professional having at least ten years of experience in labor or employment related practice areas (and, to the extent commercially reasonable, the arbitrator shall have experience in Danish labor or employment law).If the amount in dispute under this Agreement, the Employment Agreement or any Additional Agreement exceeds $250,000 in the aggregate, the partiesshall select,bymutual agreement, apanelofthreearbitrators, ratherthanonearbitrator, to resolve the dispute.
(c)
The arbitration shall be conducted in Denver, Colorado (unless the corporateheadquarters oftheCompany shallhavebeenmoved toanotherlocation,inwhich
case the arbitration shall be conducted in such location).Reasonable discovery shall be permitted as determined bythearbitrator orarbitrators.Bothparties toanarbitration shall havetherighttobe representedbycounsel.TheCompanyshallberesponsibleforpayingalladministrativefees,costs and expenses associated with the arbitration, including filing fees, the arbitrator's fees, and the expense of the arbitration proceedings, with all other costs and attorneys' fees to be paid by the party incurring such costsand fees (subject to any reimbursement pursuant toSection 8(d)).
(d)
Except as otherwise provided herein, this arbitration procedure is the exclusive remedy for any contractual, non-contractual or statutory claim of any kind, including claims arising under federal, state and local statutory law, including, but not limited to, the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Colorado Anti-Discrimination Act, C.R.S. 24-34-401, et seq.; and common law or equitable claims alleging breach of contract, defamation, fraud, outrageous conduct, promissory estoppel, violation of public policy, wrongful discharge or any other tort, contract or equitable theory (collectively, "Covered Matters"). Executive agrees to engage in any and all reasonable internal dispute resolution procedures established by the Company Group prior to pursuing arbitration under this Agreement. Nothing in this Agreement shall require arbitration of any Covered Matters which, by valid law that is binding on Executive and the Company and not preempted by federal law, cannot be the subject of a compulsory arbitration agreement, and nothing in this Agreement shall be interpreted to mean that Executive is precluded from filing a charge or complaint with any federal, state or local governmental agency, legislative body, regulatory body or self-regulatory organization that prohibits waiver or limitation of such right, including, but not limited to, the Equal Employment Opportunity Commission, and the National Labor Relations Board.
(e)
Reimbursement of Legal Expenses.If any contest or dispute shall arise betweentheCompany andtheExecutiveregarding anyprovisionofthisAgreement,theCompany shallreimbursetheExecutiveforalllegalfeesandexpenses reasonably incurred bytheExecutive inconnection withsuchcontest ordispute,butonlyif theExecutiveprevailstoasubstantialextent withrespect toatleastoneofExecutive's material claimsbrought and pursued inconnection with such contest or dispute. Such reimbursement shall be made as soon as practicable following the resolution ofsuchcontestordispute(whether ornotappealed) totheextent theCompany receives written evidence ofsuch fees and expenses.Any such reimbursementsor expenses shall bepaid not later than as soon as practicable following the resolution of the dispute but in no event later than the end of the first taxable year of the Executive in which the Company and the Executive enterinto a legally bindingsettlement ofsuch dispute, theCompany concedes that theamount is payable, ortheCompany isrequired tomakesuch payment pursuant toafinal andnon-appealable judgment or other binding decision.
9.
Severability.If any provision of this Agreement shall be held by any Court of competent jurisdiction tobeillegal,void orunenforceable,suchprovision shall beofnoforceand effect, but the enforceabilityof all other provisions of this Agreement shall be
unimpaired.
10.
Binding Agreement.Executive shall not delegate or assign any of Executive's rights or obligations under this Agreement; provided, however, that the terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.The Company shall cause any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company's business and/or assets to assume the Company's obligations under this Agreement and agree expressly to perform the Company's obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes underthisAgreement, theterm"Company"shallincludeanysuccessortotheCompany's business and/or assets which executes and delivers the assumption agreement described in this section or which becomes bound by the terms of the Agreement by operation of law or otherwise. This Agreement may be amended only by a written amendment executed by both parties.
11.
EffectonotherAgreementsandBenefits.Except to the extent expressly set forth herein, any benefit or compensation to which Executive is entitled under the Employment Agreement, or any other agreement between Executive and the Company Group, including, the Retention Bonus Agreement (each, an "Additional Agreement'), or any plan maintained by the Company Group in which the Executive participates or participated shall not be modified or lessened in any way, but shall be payable according to the terms of the applicable plan or agreement. Notwithstanding the foregoing, the severance benefits received by Executive upon a Qualifying Termination under the terms of this Agreement shall be in lieu of any substantially similar severance benefits to which the Executive would otherwise be entitled under the Employment Agreement or any other severance policy or plan maintained by the Company Group as a result of such Qualifying Termination (the intent of the foregoing to prevent "double dipping"). For example, the Executive will not be entitled to the Severance Pay under Clause 5.1.3 of the Employment Agreement if the Executive is entitled to the Severance Payment under Section 2.a of this Agreement.
12.
Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.
13.
Section 409A.This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. ThepaymentstoExecutivepursuanttothisAgreementarealsointendedtobeexemptfromSection 409A of theCode to themaximum extent possible.The amount referred to herein asthe"Severance Pay"isintended tobeexempt frombeingtreated asdeferred compensation under theseparationpayexemptionpursuant toTreasuryregulation§1.409A-1(b)(9).Thechangeinthe time and form of payment of the Severance Payment from installments as provided in the Employment Agreement to alump sum payment as provided herein is intended to comply with Section 409A in reliance on such subsection of the regulations and, as applicable, Treasury regulation §1.409A-3(c).The amount referred
to herein as the "Additional Payment" is a new legallybindingrightcreatedpursuanttothisAgreement andisintendedtobeexemptfromSection 409A of the Code as short-term deferral pursuant to Treasury regulation §1.409A-l(b)(4).In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code ("409A Penalties"), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible.To the extent anyamounts under thisAgreement arepayablebyreference toExecutive's"termination of employment,"suchtermshall bedeemed torefertoExecutive's "separation fromservice,"within themeaningofSection409AoftheCode.NotwithstandinganyotherprovisioninthisAgreement, if Executive is a"specified employee," asdefined inSection 409A of the Code, as of thedate of Executive's separation from service, thentotheextent anyamount payable underthisAgreement (i) constitutes thepayment ofnonqualified deferred compensation,withinthemeaning ofSection 409A of the Code, (ii) is payable upon Executive's separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive's separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of theseparation fromserviceor(b)thedateof Executive's death.Any amount of expenses eligible for reimbursement,orin-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, duringanyothercalendaryear.Therighttoanyreimbursement orin-kindbenefit pursuant tothis Agreement shall not besubject to liquidation or exchange for any other benefit.
14.
Counterparts. This Agreement may be executed in counterparts, each of which shall bedeemed anoriginal, butallofwhichtogetherwillconstituteoneandthesameinstrument.
15.
Definitions.Inadditionto termsdefined aboveand elsewhere inthisAgreement, thefollowing termsshallhavethemeanings setforthbelow:
"Affiliate" meanswithrespect toanyPerson, anyotherPersonwhodirectlyorindirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.Theterm "control"means the possession, directly orindirectly, ofthe power todirect or causethedirectionofthemanagementandpolicies ofaPerson,whether through theownershipof voting securities, by contract or otherwise, and the terms "controlled" and "controlling" have meanings correlative thereto.
"AnnualBonus Plan" means the annualbonus plan established by the Board inwhich the Executive and other members of management within the Company participate.
"Applicable Good Reason Period'' means theperiod commencing on thefirst anniversary ofthe date of the consummationof a Change in Controland ending twelve (12) months thereafter.
"Award'' means any options, restricted stock, restricted stock units or other equity incentives awarded to the Executive under the Plan.
"Award Agreement" means the written agreement between the Company and the Executive
evidencing an Award under the Plan.
"Base Salary"means the Executive'sannualbase salary paid or payable by theCompany or any ofitsSubsidiariesattherateineffect(orrequiredtobeineffectbeforeanydiminutionthatisa basisof theExecutive's termination forGood Reason)ontheDateof Termination.
"Cause"means Executive's (1) willful gross misconduct or gross or persistent negligence in the discharge if their duties; (2) act of dishonesty or willful concealment, in each case, that has a material and adverse impact on the business or reputation of the New Employer, the Company or its other Subsidiaries; (3) breach of their fiduciary duty or duty of loyalty to the New Employer and the Company, which has not been cured by the Executive (to the extent such breach is capable of cure, as reasonably determined by the New Employer or the Company's board of directors as the case may be) within ten (10) business days after written notice of such is given to the Executive by the New Employer or the Company; (4) a material breach of the Executives obligations under the employment with New Employer which has not been cured by the Executive within (30) days after written notice of such breach is given to the Executive by the New Employer (to the extent such breach is capable of cure, as reasonably determined by the New Employer); (5) material violation of any applicable written code of conduct or code of ethics, or policies or procedures of general applicability, including but limited to policies prohibiting discrimination, harassment and retaliation; (6) commission of one or more acts of substance abuse which are materially injurious to the New Employer or the Company; (7) conviction or plea of no contest to a felony under Danish or Colorado law (excluding traffic violations).
"ChangeinControl"means:
(i)
theacquisitionbyanyperson,entityor"group"(withinthemeaning ofSection13(d)(3)or14(d)(2)oftheExchange Act),of beneficialownership (withinthemeaning of Rule13d-3promulgatedundertheExchangeAct)of50%ormoreofeitherthethenoutstanding equityinterestsintheCompany orthecombined votingpoweroftheCompany's thenoutstanding voting securities; or
(ii)
the consummation of a reorganization, merger or consolidation of theCompany orthesaleofall orsubstantially alloftheassetsoftheCompany, ineachcasewith respecttowhichthepersonswhoheld equityinterests intheCompany immediately priortosuch reorganization, merger, consolidation or sale do not immediately thereafter own, directly or indirectly, 50% or more of the combined voting power of the then outstanding securities of the surviving or resulting corporation or other entity;
in each case, providedthat sucheventconstitutesa "change in control"withinthe meaning of Section 409A of the Code.
“Code”meanstheInternalRevenueCodeof1986,asamendedfromtimeto time.
“CompanyGroup”meanstheCompanyanditsdirectandindirectSubsidiaries,including New Employer.
“Date of Termination” means: (i) where the Executive’s employment is terminated with
notice, the date on which notice of termination is given; (ii) where the Executive’s employment is terminated by summary dismissal, the date on which the summary dismissal takes effect; and (iii) where the Executive’s employment terminates due to death, the date of the Executive’s death.
“Employment Agreement” means the Employment Agreement, dated September 1, 2026, between Gogo Denmark ApS and Executive, as amended.
“GoodReason”means(i)areductionbytheCompanyoranyofitsSubsidiariesinExecutive’s Base Salary or in his Target Bonus or other compensation offered under the Retention Bonus Agreement;(ii)amaterialdiminutionintheExecutive’spositionwiththeCompanyGroup,such that the Executive is required to perform duties, authorities and responsibilities following the ApplicableGoodReasonPeriodwhichwouldhavebeenassignedtoapositionthatwouldhave been below the level of Executive Vice President, Chief Revenue Officer under the title structure in effect at the Company Group immediately prior to the Change in Control; (iii) the relocation of Executive’s principal place of employment to a geographic location greater than fifty (50) miles from New Employer's address; (iv) the occurrence of a Change in Control following which the acquiror does not assume the obligations of the Company Group under this Agreement, the Employment Agreement or the Retention Bonus Agreement; and (v) any materialfailurebytheCompanyoranySubsidiarytopaytheExecutiveanycompensationwhen otherwise due under the terms of the Employment Agreement or any Additional Agreement; provided,however,thatExecutivemayresignforGoodReasonforpurposesofthisAgreement only if (x) he has given the Company written notice of its breach within ninety (90) days of the datethattheExecutivediscoverssuchbreachand(y)theCompanyhasnotremediedsuchbreach on or before the 30thday following the Company’s receipt of such notice.
“Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.
“Plan” means the 2024 Omnibus Equity Incentive Plan (as amended from time to time or any successor equity plan, or any other plan or arrangement implemented by the Company or its Affiliates, including pursuant to the inducement grant exception to shareholder approval of equity plans set forth in NASDAQ Listing Rule 5635(c)(4)).
"Performance Cycle" means the period of time selected by the Committee and set forth in an Award during whichperformanceismeasured forthepurpose ofdetermining theextent towhich an Award has been earned or vested.
"PerformanceGoals" meanstheobjectives established bytheCommitteefor aPerformance Cycle for the purpose of determining the extent to which an Award has been earned or vested.
"QualifyingTermination"means:
(i)
at any time within the period commencing on the date of the consummation of a Change in Control and ending twenty-four (24) months thereafter, the Executive's employment isterminated (A)involuntarily foranyreasonotherthanCause, or death or (B) by the Executive for Good Reason; or
(ii)
at any time following the date the Company or any ofitsAffiliates enters into a Sale Agreement with a third party and prior to thedateof the consummation of the Change in Control pursuant to such Sale Agreement (and at a time the Company or any of its Affiliates has not terminated the Sale Agreement or otherwise abandoned the applicable transaction), theExecutive'semployment isterminated (A)involuntarily foranyreasonotherthan Cause, or death, or (B) by the Executive for Good Reason.
"Retention Bonus Agreement" means that certain Retention Bonus Agreement dated on or about thedatehereof, byand between theCompany and Executive, asamended fromtimeto time, most recently by Addendum to Retention Bonus Agreement (Assignment of Agreement) of September 1, 2026.
"Sale Agreement" means anexecuted agreement that,ifconsummated, would result inaChange in Control. For the avoidance of doubt, a term sheet, letter of intent, or similar preliminary agreement shall not constitute aSale Agreement hereunder.
"SeverancePeriod"shallmean18months.
"Subsidiary" means any corporation, limited liability company or other Person in which the Company, directly orindirectly, holds amajority of thevoting power ofsuch entity's outstanding shares of capital stock, membership interests or other equity interests.
"TargetBonus" meansthetargetbonus, determined bymultiplyinganagreed-uponpercentage timesBaseSalary,forwhich Executive is eligible under the Employment Agreement in relation to the Annual Bonus Plan or other Additional Agreement, in each case, at the percentage in effect (or required to be in effect before any diminution that is a basis of the Executive's termination for Good Reason) on the Date of Termination.
"Voting Power" when used in the definition of Change in Control shall mean such specified number oftheVoting Securities asshall enable theholders thereof tocash such percentage ofall the votes which would be casein an annualelection of directors.
"Voting Securities"shallmean allsecurities ofacompany entitling theholders thereof to votein an annual election of directors.
The parties have executed this Agreement on the date first written above, effective as of the Effective Date.
COMPANY: EXECUTIVE:
GOGO INC. MICHAEL CHRISTENSEN
/s/ Crystal L. Gordon/s/ Michael Christensen
Crystal L. Gordon
EVP, General Counsel,
Chief Administrative Officer and Secretary
SignaturePage-ChangeinControlSeveranceAgreement