Compensation Committee
Charter of Responsibilities and Functions

1.

Members. The Board of Directors shall appoint a Nominating and Corporate Governance Committee of at least three members, consisting entirely of independent directors, and shall designate one member as chairperson. For purposes hereof, an “independent director” shall be a director who meets the NASDAQ Stock Market definition of “independence.”

2.

Purposes, Duties, and Responsibilities. As provided by the Bylaws of FLYi, INC. and its subsidiaries (the "Company") and implemented by Resolutions of the Board of Directors, a Compensation Committee has been established for the purpose of assisting the Board of Directors in fulfilling its responsibilities relating to compensation and benefit matters concerning the Company.

 

(i)

To recommend, adopt and/or implement compensation and other benefits for members of the Board of Directors, subject to such consultation with, advice from or ratification by the Board of Directors as the Committee determines appropriate.

(ii)

To develop and administer a comprehensive compensation policy for senior management that contains appropriate performance incentives and equity-linked components, and to oversee the establishment and administration of compensation programs for the Company's employees generally.

(iii)

To review annually the performance of the executive officers of the Company, and, after such consultation with the full Board of Directors as the Committee determines appropriate, to establish compensation terms for such individuals.

(iv)

To make grants under, interpret, oversee and otherwise administer the Company's equity-based plans and any other incentive plans.

(v)

To review and, as deemed appropriate, authorize or ratify compensation programs and policies of the Company.

(vi)

To review, establish and approve salaries and other compensation, employment and severance arrangements for senior management.

(vii)

To periodically review the Company’s succession plans with respect to the CEO and other senior officers.

3.

Membership, Voting and Authority. The members of the Compensation Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board of Directors or until their successors shall be duly elected and qualified. Unless a Chairperson is elected by the full Board of Directors, the members of the Compensation Committee may designate a Chairperson by majority vote of the full Compensation Committee membership. The Board of Directors of the Company shall designate at least three directors to serve on the Compensation Committee. Notwithstanding the foregoing, the remaining member(s) of the Compensation Committee may approve any equity-based arrangement intended to qualify for an exemption pursuant to Rule 16b-3(d)(1), (d)(2) or (e) under the Securities Exchange Act of 1934 and any arrangement intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code without the vote or concurrence of any director who is not a non-employee director or an outside director for purposes of such provisions. The existence of one or more vacancies shall not disable the remaining director(s) from acting as the full Compensation Committee. The Compensation Committee is hereby empowered to authorize the issuance of the Company's common stock to the extent consistent with its performance of its functions enumerated above.

4.

Meetings. The Committee shall meet at least once per year in conjunction with a regularly scheduled meeting of the Board of Directors, or more frequently as circumstances require. Non-employee directors may attend any Compensation Committee meetings. Employee directors may attend Compensation Committee meetings at the discretion of the Compensation Committee Chairperson.