Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(e) On August 10, 2026, Wheels Up Experience Inc. (the "Company") and Mark Briffa, the Company's Chief Sales Officer, agreed that Mr. Briffa would depart as Chief Sales Officer but remain with the Company to transition his duties through September 1, 2026. David Godsman, the Company's Chief Digital Officer, has assumed leadership of the Company's global sales organization on an interim basis, in addition to his current role as Chief Digital Officer, and will work directly with Mr. Briffa to support an orderly transition.
On August 12, 2026, Air Partner Limited, a subsidiary of the Company, and Mr. Briffa entered into a Settlement Agreement (the "Agreement"), which includes a general release of claims by Mr. Briffa in favor of the Company and its subsidiaries, confirms that certain non-solicitation, non-disparagement and confidentiality covenants will continue to apply to Mr. Briffa post-separation and waives certain other covenants in favor of Mr. Briffa. The Agreement also provides for the payment to Mr. Briffa of: continued salary through December 31, 2026 (the "Separation Date"); aggregate cash lump sums of £378,354.82, less applicable deductions, representing severance and benefits payments, to be paid after the Separation Date upon the satisfaction of certain conditions by Mr. Briffa; a cash lump sum, less applicable deductions, for any accrued but untaken holidays as of the Separation Date; a full-year bonus under the Company's annual discretionary cash bonus plan for 2026, subject to the application of bonus plan performance metrics approved by the Company's Board of Directors, payable in 2027 consistent with the Company's normal practice; and capped reimbursements for legal fees in connection with the Agreement and outplacement support agency fees. In addition, any restricted stock units or performance-based restricted stock units held by Mr. Briffa as of the Agreement date that were scheduled or eligible to vest by September 1, 2027 will continue to vest, if at all, in accordance with their original schedules until such date. All other equity compensation awards were forfeited.
The preceding description of the Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.