8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2009

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-49697                                          06-1449146

(Commission File Number)                     (IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 484-6000

None.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On June 22, 2009, Republic Airways Holdings Inc. (the “Company”) entered into an amendment to its employment agreement with each of Bryan K. Bedford, Chairman, President and Chief Executive Officer of the Company, Robert Hal Cooper, Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, and Wayne C. Heller, Executive Vice President and Chief Operating Officer of the Company.

Pursuant to the amendment to Mr. Bedford’s employment agreement, the term of Mr. Bedford’s employment with the Company shall be extended until June 30, 2010.  Pursuant to the amendments to Mr. Cooper’s and Mr. Heller’s employment agreements, the term of Mr. Cooper’s and Mr. Heller’s employment with the Company shall be extended until July 31, 2010.  The employment agreement amendments provide for severance compensation of two times base salary and two times bonus paid to the executive for the Company’s last fiscal year upon the occurrence of certain events, including a change in control of the Company.

A copy of the amendments to Mr. Bedford’s, Mr. Cooper’s and Mr. Heller’s employment agreement are attached hereto as Exhibit 10.33(d), Exhibit 10.34(d) and Exhibit 10.35(d), respectively.

In connection with the amendments to the employment agreements, the Company granted to Mr. Bedford options to purchase 200,000 shares, and granted to each of Messrs. Cooper and Heller options to purchase 125,0000 shares, of the Company’s common stock at an exercise price per share equal to $4.10, the closing price of the Company’s common stock on The NASDAQ Global Select Market on June 22, 2009, the grant date.  Twenty-five percent of these stock options vest on each of the next four anniversaries of June 22, 2009.

Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits.

10.33(d) Amendment No. 4 to Second Amended and Restated Employment Agreement dated as of June 22, 2009 by and between Republic Airways Holdings Inc. and Bryan K. Bedford.

10.34(d) Amendment No. 4 to Second Amended and Restated Employment Agreement dated as of June 22, 2009 by and between Republic Airways Holdings Inc. and Robert Hal Cooper.

10.35(d) Amendment No. 4 to Second Amended and Restated Employment Agreement dated as of June 22, 2009 by and between Republic Airways Holdings Inc. and Wayne C. Heller.

(All other items on this report are inapplicable.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REPUBLIC AIRWAYS HOLDINGS INC.
Dated: June 26, 2009	By:	/s/ Robert H. Cooper
		Name: Robert H. Cooper
		Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number                                                                Description

10.33(d) Amendment No. 4 to Second Amended and Restated Employment Agreement dated as of June 22, 2009 by and between Republic Airways Holdings Inc. and Bryan K. Bedford.

10.34(d) Amendment No. 4 to Second Amended and Restated Employment Agreement dated as of June 22, 2009 by and between Republic Airways Holdings Inc. and Robert Hal Cooper.

10.35(d) Amendment No. 4 to Second Amended and Restated Employment Agreement dated as of June 22, 2009 by and between Republic Airways Holdings Inc. and Wayne C. Heller.

EX-10.33(D)

Exhibit 10.33(d)

AMENDMENT NO. 4 TO

SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT, dated as of June 22, 2009 (the “Amendment”), amends the Second Amended and Restated Agreement, made and entered into as of July 1, 2003, and amended as of December 27, 2004, further amended as of February 20, 2007 and further amended as of September 5, 2007 (the “Agreement”), by and between REPUBLIC AIRWAYS HOLDINGS INC. (the “Company”), a Delaware corporation, and BRYAN K. BEDFORD (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive entered into the Agreement; and

WHEREAS, the Company and the Executive desire to amend the Agreement as and to the extent provided for herein, it being understood that the Amendment is an interim agreement and will be replaced by a new employment agreement, having such terms as shall be determined by the Company’s Compensation Committee,

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

  1.Dates.  All references in the Agreement to the 2009 calendar year shall be references to the 2010 calendar year.  All references in the Agreement to January 1, 2009 shall be references to January 1, 2010.  All references in the Agreement to June 30, 2009 shall be references to June 30, 2010.

  2.Severance Compensation.  Section 4 of the Agreement is hereby amended and restated in its entirety as follows:

  4. Severance Compensation.  In the event (i) the Company terminates this Agreement or the Company terminates the Executive’s employment with the Company other than for Cause, (ii) the Executive terminates this Agreement or his employment with the Company for Cause, or (iii) of a Change of Control (provided that after such Change of Control, the Executive’s compensation is decreased, his duties are diminished or he is asked to relocate more than 25 miles from his then-current place of employment), then the Company shall pay to the Executive as Severance Compensation two times the Executive’s Base Salary ($450,000) plus two times the Executive’s bonus paid for the Company’s last fiscal year.  The Severance Compensation shall be paid in a lump sum within ten (10) days following a qualifying event.  If the Executive terminates this Agreement or his employment with the Company other than for Cause, the Company shall pay to the Executive his Base Salary for the remainder of the Term.  The Executive shall also receive as Severance Compensation continuation of medical benefits for the Term.

  3.Equity Commitment.  Upon executing the Amendment, Executive shall be issued (i) options to purchase 200,000 shares of common stock of the Company, 25% of which shall vest on each of the next four (4) anniversaries of the date hereof, such options to be evidenced by a Stock Option Agreement substantially in the form attached hereto as Exhibit A pursuant to the Republic Airways Holdings Inc. 2007 Equity Incentive Plan, by and between the Company and the Executive.  The options shall expire ten (10) years following voluntary separation or termination of the Agreement or the Executive’s employment with the Company other than for Cause.

  4.Defined Terms.  All capitalized terms used herein shall have the respective meanings ascribed to such terms in the Agreement unless otherwise defined herein.

  5.Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

  6.Miscellaneous.  Except as amended herein, the Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank]

  IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS, INC.
By:	/s/ Robert H. Cooper
	Name: Robert H. Cooper
	Title: Executive Vice President and Chief Financial Officer

BRYAN K. BEDFORD
By:	/s/ Bryan K. Bedford
	:

EXHIBIT A

FORM OF STOCK OPTION AGREEMENT

EX-10.34(D)

Exhibit 10.34(d)

AMENDMENT NO. 4 TO

SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT, dated as of June 22, 2009 (the “Amendment”), amends the Second Amended and Restated Agreement, made and entered into as of July 1, 2003, and amended as of December 27, 2004, further amended as of February 20, 2007 and further amended as of September 5, 2007 (the “Agreement”), by and between REPUBLIC AIRWAYS HOLDINGS INC. (the “Company”), a Delaware corporation, and ROBERT HAL COOPER (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive entered into the Agreement; and

WHEREAS, the Company and the Executive desire to amend the Agreement as and to the extent provided for herein, it being understood that the Amendment is an interim agreement and will be replaced by a new employment agreement, having such terms as shall be determined by the Company’s Compensation Committee,

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

  1.Dates.  All references in the Agreement to the 2009 calendar year shall be references to the 2010 calendar year.  All references in the Agreement to January 1, 2009 shall be references to January 1, 2010.  All references in the Agreement to July 31, 2009 shall be references to July 31, 2010.

  2.Severance Compensation.  Section 4 of the Agreement is hereby amended and restated in its entirety as follows:

  4. Severance Compensation.  In the event (i) the Company terminates this Agreement or the Company terminates the Executive’s employment with the Company other than for Cause, (ii) the Executive terminates this Agreement or his employment with the Company for Cause, or (iii) of a Change of Control (provided that after such Change of Control, the Executive’s compensation is decreased, his duties are diminished or he is asked to relocate more than 25 miles from his then-current place of employment), then the Company shall pay to the Executive as Severance Compensation two times the Executive’s Base Salary ($225,000) plus two times the Executive’s bonus paid for the Company’s last fiscal year.  The Severance Compensation shall be paid in a lump sum within ten (10) days following a qualifying event.  If the Executive terminates this Agreement or his employment with the Company other than for Cause, the Company shall pay to the Executive his Base Salary for the remainder of the Term.  The Executive shall also receive as Severance Compensation continuation of medical benefits for the Term.

  3.Equity Commitment.  Upon executing the Amendment, Executive shall be issued (i) options to purchase 125,000 shares of common stock of the Company, 25% of which shall vest on each of the next four (4) anniversaries of the date hereof, such options to be evidenced by a Stock Option Agreement substantially in the form attached hereto as Exhibit A pursuant to the Republic Airways Holdings Inc. 2007 Equity Incentive Plan, by and between the Company and the Executive.  The options shall expire ten (10) years following voluntary separation or termination of the Agreement or the Executive’s employment with the Company other than for Cause.

  4.Defined Terms.  All capitalized terms used herein shall have the respective meanings ascribed to such terms in the Agreement unless otherwise defined herein.

  5.Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

  6.Miscellaneous.  Except as amended herein, the Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS, INC.
By:	/s/ Bryan K. Bedford
	Name: Bryan K. Bedford
	Title: President and Chief Executive Officer

ROBERT HAL COOPER
By:	/s/  Robert H. Cooper

EXHIBIT A

FORM OF STOCK OPTION AGREEMENT

EX-10.35(D)

Exhibit 10.35(d)

AMENDMENT NO. 4 TO

SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT, dated as of June 22, 2009 (the “Amendment”), amends the Second Amended and Restated Agreement, made and entered into as of July 1, 2003, and amended as of December 27, 2004, further amended as of February 20, 2007 and further amended as of September 5, 2007 (the “Agreement”), by and between REPUBLIC AIRWAYS HOLDINGS INC. (the “Company”), a Delaware corporation, and WAYNE C. HELLER (the “Executive”).

R E C I T A L S

WHEREAS, the Company and the Executive entered into the Agreement; and

WHEREAS, the Company and the Executive desire to amend the Agreement as and to the extent provided for herein, it being understood that the Amendment is an interim agreement and will be replaced by a new employment agreement, having such terms as shall be determined by the Company’s Compensation Committee,

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

  1.Dates.  All references in the Agreement to the 2009 calendar year shall be references to the 2010 calendar year.  All references in the Agreement to January 1, 2009 shall be references to January 1, 2010.  All references in the Agreement to July 31, 2009 shall be references to July 31, 2010.

  2.Severance Compensation.  Section 4 of the Agreement is hereby amended and restated in its entirety as follows:

  4. Severance Compensation.  In the event (i) the Company terminates this Agreement or the Company terminates the Executive’s employment with the Company other than for Cause, (ii) the Executive terminates this Agreement or his employment with the Company for Cause, or (iii) of a Change of Control (provided that after such Change of Control, the Executive’s compensation is decreased, his duties are diminished or he is asked to relocate more than 25 miles from his then-current place of employment), then the Company shall pay to the Executive as Severance Compensation two times the Executive’s Base Salary ($225,000) plus two times the Executive’s bonus paid for the Company’s last fiscal year.  The Severance Compensation shall be paid in a lump sum within ten (10) days following a qualifying event.  If the Executive terminates this Agreement or his employment with the Company other than for Cause, the Company shall pay to the Executive his Base Salary for the remainder of the Term.  The Executive shall also receive as Severance Compensation continuation of medical benefits for the Term.

  3.Equity Commitment.  Upon executing the Amendment, Executive shall be issued (i) options to purchase 125,000 shares of common stock of the Company, 25% of which shall vest on each of the next four (4) anniversaries of the date hereof, such options to be evidenced by a Stock Option Agreement substantially in the form attached hereto as Exhibit A pursuant to the Republic Airways Holdings Inc. 2007 Equity Incentive Plan, by and between the Company and the Executive.  The options shall expire ten (10) years following voluntary separation or termination of the Agreement or the Executive’s employment with the Company other than for Cause.

  4.Defined Terms.  All capitalized terms used herein shall have the respective meanings ascribed to such terms in the Agreement unless otherwise defined herein.

  5.Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

  6.Miscellaneous.  Except as amended herein, the Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS, INC.
By:	/s/ Bryan K. Bedford
	Name: Bryan K. Bedford
	Title: President and Chief Executive Officer

WAYNE C. HELLER
By:	/s/ Wayne C. Heller

EXHIBIT A

FORM OF STOCK OPTION AGREEMENT