Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On May 12, 2022, the Company and Eric Jacobs, the Company's Chief Financial Officer and Principal Accounting Officer, announced Mr. Jacobs' departure from the Company effective as of May 18, 2022. Mr. Jacobs and the Company have agreed that Mr. Jacobs will act as an advisor to the Company for a period of 12 months.

Mr. Jacobs has entered into a Separation and Release Agreement dated as of May 11, 2022 (the "Separation Agreement"). In recognition of Mr. Jacobs' service to the Company and in consideration of his execution of a general release of claims, Mr. Jacobs will be entitled to the following under the terms of the Separation Agreement: (1) a lump sum cash payment of $495,000, less applicable deductions required by law, (2) an annual bonus with a target of 100% of annual base salary for fiscal year 2022, to be paid in a lump sum at the same time and in the same manner as regular annual bonuses are distributed in accordance with Company policy, (3) 55 hours of flight time on Company aircraft, plus such additional flight hours to be granted in connection with Mr. Jacobs' service as an advisor to the Company and (4) the accelerated vesting of 316,519 shares of the Company's Class A Common Stock, $0.0001 par value per share (the "Common Stock") underlying unvested restricted interests and 136,245 shares of Common Stock underlying unvested restricted stock units currently held by Mr. Jacobs.

Eric Cabezas, age 37, the Company's Senior Vice President of Finance, will serve as interim Chief Financial Officer and principal accounting officer effective as of Mr. Jacobs' departure. The Company has engaged Russell Reynolds Associates to conduct an external search for a permanent replacement for Mr. Jacobs. Mr. Cabezas has served as Wheels Up's Senior Vice President of Finance since February 2019. As Senior Vice President of Finance, Mr. Cabezas oversaw the Strategic Finance and Financial Planning & Analysis functions and played an integral role in Corporate Development and Investor Relations. From 2017 to 2019, Mr. Cabezas served as Director of Finance at Zeta Global where he oversaw Corporate and Commercial Finance. Mr. Cabezas holds a Bachelor of Science degree from Boston College and an MBA from Columbia Business School.

In connection with his appointment as interim Chief Financial Officer, Mr. Cabezas will be paid a base salary of $325,000 per year and the Company will recommend to the Compensation Committee of the Board of Directors of the Company that Mr. Cabezas be granted a one-time equity award of 50,000 restricted stock units under the Company's 2021 Long-Term-Incentive Plan.

There are no family relationships between Mr. Cabezas and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Mr. Cabezas has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The preceding description of the Separation Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Separation Agreement, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.



Exhibit Number                               Description
                   Separation and Release Agreement, dated May 11, 2022, by and
     10.1        between Eric Jacobs and Wheels Up Partners LLC.
                 Cover Page Interactive Data File (embedded within the Inline XBRL
     104         document).

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