EXHIBIT A

METROPOLITAN NASHVILLE AIRPORT AUTHORITY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (hereinafter the "Agreement") is

made and entered into effective as of the ltt day of July, 2015 by and between the
METROPOLITAN NASHVILLE AIRPORT AUTHORITY a body politic and corporation
created pursuant to Tennessee Code Annotated, Section 42-4-101, et seq., (hereinafter the

"Authority"), *d Mr. Robert R. Wigington, (hereinafter "Employee");

WITNESSETH:

1. EMPLOYMENT DUTIES.

The Authority hereby employs Employee for the position of President and Chief
Executive Officer. Employee shall be the chief executive and administrative officer of the
Authority and shall have general control and management over the affairs of the Authority,
subject to the oversight of the Board of Commissioners of the Authority.

) TERM.

Subject only to the provisions of this Section2 and the provisions of Section t hereof
the term of this Agreement shall be for a period of six (6) years with the term beginning on July

1,2015 and ending on June 30,2021. The term of the Employee's employment under this
Agreement shall be automatically extended, without any further action by the Authority or the
Employee, for two successive one-year periods upon the expiration of the initial term of the
Agreement. Either party may elect not to extend the original or any successive term of the
Employee's employment under this Agreement by giving written notice of such desire to the
other parfy at least ninety (90) days prior to the expiration of the initial term or any succeeding
term thereafter.

3. RESPONSIBILITIES OF OFFICE.

A. The Employee shall devote his full time and attention to the business of the
 Authority, and except in compliance with Section 7 hereof, shall not, during the term of
this
Agreement, become engaged in any employment or relationship with any other entity,
that
involves the giving ofpersonal services for compensation.

B. The Employee shall serve as the Chief Executive and Administrative Officer of the
Authority, responsible for: (a) the efEcient employment, haining, management and discipline
of
all persons employed by the Authority; (b) the security, operation, maintenance, plaruring,
financing and development of infrastructure and facilities of atl airports ("the Airports")
under
the jurisdiction of the Authority; (c) the promotion and development of air service
and aviation
support at the Airports; (d) ttre preparation of capital and operating budgets for the
Airports, and
the management of such budgets as are approved by the Board; and (e) observance
of all policies
adopted by the Board- The Employee shall be endowed with power and authority
necessary to
discharge the foregoing responsibilities; provided, however, that Employee shall
not have the
power or authority, without prior authoization of the Board, to spend or obligate
the Authority
to spend any unbudgeted amount, or any amount that exceeds the Employee's delegated
expenditure authority, as contained in the Board's Bylaws, as amended, or policies
adopted by
the Board,

4. COMPENSATION AND PERFORMANCE REVIEW.

The initial salary of Employee shall be Two Hundred Eighty-Eight Thousand Seven
Hundred Fifty Dollars ($288,750.00) per year, payable every two weeks upon the normal
paydays, and subject to the normal payroll policies of the Authority. Employee
shall also be
entitled to a performance bonus annually of up to twenty percent of the Employee,s
Q0%)
salary (hereinafter the o'Perfoflnance Bonus"). The amount of and decision to award a
Performance Bonus in whole or in part shall be at the sole and absolute discretion of the
Board. The Employee's perfofinance and compensation shall be reviewed by the Management
Committee of the Board on or before June I of each year and may, as recommended by
the
Management committee and approved by the Board, be adjusted.
 5. ADDITIONAL BENEFITS AND VACATION.

A. During the term of this Agreement, Employee shall be entitled to receive and
participate in all fringe benefits for which such Employee is now or hereafter eligible under the

benefit policies of the Authority in effect from time to time, including but not limited to group

life and health insurance and the pension plan. Employee shall also be entitled to a minimum
annual paid vacation of not less than twenty-five (25) days per year or such additional number of
days per year that may be authorized by the vacation policies of the Authority; provided,
however, Employee shall not accrue in excess of fifly (50) unused vacation days at any one time.

Employee shall be entitled to a net car allowance, not to exceed One Thousand Five Hundred
Dollars ($1,500.00) per month adjusted for C.P.I. increases during the tenn of this Agreement. A
term life insurance policy in the face amount of Two Hundred Thousand Dollars ($200,000.00)

shall be purchased on behalf of Employee and shall cover his life during his employment
under this Agreement. The Authority shall reimburse Employee for moving and relocation
expenses as set forth in the "Relocation Agreement" by and between the Authority and
Employee effective as of July 1,2012.

B. ' Employee shall also be entitled to retirement benefits as follows:

(i) Commencing with the Authority's Fiscal Year ending June 30, 2013, the
Authority shall make annual contributions to the Authority's Defined Contribution Plan for the
Employee expressed as a percentage of the Employee's annual compensation (consisting of
salary plus bonus), adjusted every three years of employment, as follows: Fiscal Years l-3,
15%, Fiscal Years 4-6,18yo, and Fiscal Year 7 and thereafter,2lYo. Employee shall be lO0%

vested in the Authority's Defined Contribution Plan after three years of service, with credit
given for prior years' service at the Authority. The Authority shall also make a one time lump
sum payment to the Employee in the amount of Three Hundred One Thousand Six Hundred
Sixty-Four Dollars ($301,664) in calendar year 201,4, In addition, the Authority shall pay to
the Employee all amounts due him as a participant in the Authority's Defined Contribution
Plan to the extent such amounts are in excess of the permitted Intemal Revenue Service limits

on contributions to the Authority's Defined Contribution Plan on his behalf and to the extent
such payments are included in gross income for federal tax purposes and are not deductible by

the Employee, the Authority shall gross up such payments in an amount that will result in no
out of pocket federal income tax costs to the Employee as a result of the receipt of such
payments.

(ii) The Authority and the Employee acknowledge the closure of the Authority's
Other Post-Employment Benefits (*OPEB") to new entrants effective January 1, 2009. As a
condition of employment, the Authority and the Employee agree that the Employee shall be an
exception to this closure and shall be treated as a new entant for purposes of the Authority's
OPEB and shall be deemed fully vested and eligible for the Authority's OPEB during his
lifetime. The Authority's OPEB shall be available to the Employee upon the earlier of (a) the
date of Employee's retirement from the Authority or (b) the date of Employee's termination of
employment by the Authority without cause. The Authority's OPEB for the Employee shall be
equal in kind and coverage to those available to eligible participants prior to the closure
effective January 1,2009, including health insurance for eligible dependents.

6. RULES OF CONDUCT.

Employee shall be governed by the rules of conduct, policies and directives from time
to time adopted by the Board on the same basis as other employees of the Authority.

7. OUTSIDE ACTIVITIES.

Employee shall disclose annually to the Chairman of the Board any and all outside
activities for which he is compensated and/or may take a signifi.cant time commitrnent from his
position as President and Chief Executive Officer.

8. OUT OF POCKET EXPENSES.

The Authority will reimburse Employee for expenses reasonably incurred by him for
travel, lodging, meals, entertainment, and other out of pocket expenses in connection with the
Authority's business, subject to his compliance with the policies and guidelines of the
Authority, including requirements as to documentation. .
 9. TERMINATION:DEFINITION.

The Authority may terminate Employee's employment under this Agreement prior to
the expiration of the term hereof with or without cause. For purposes of this provision, ,,cause,,

shall include, but is not limited to, a breach of contoact, fraud, moral malfeasance,
defalcation,
or other dishonesty of Employee involving the funds, assets or the operation of the Authority.
The Authority shall give Employee notice in writing of the effective date of a
termination and
removal for cause by hand delivery to Employee or by mail to him, postage prepaid,
at his last
known address. Notice shall be effective upon mailing of such notice. If Employee is
terminated for cause or if he voluntarily resigns for any reason, the Employee shall receive any
earned but unpaid amounts of his base salary and the Authority shall have no
further obligation
to Employee under this Agreement. If Employee is terminated without cause, the Employee
shall receive the amount equal to l5O% of his then base salary and shall be entifled to OpEts as
provided in this Agreement, and the Authority shall have no furttrer obligation
to Employee
underthis Agreement.

IO. GOVERNING LAW.

This Agreement shall be govemed by, construed and enforced in accordance with the
laws of the State of Tennessee.

1 1. ENTIRE AGREEMENT.

With the exception of the o'Relocation Agreement" referred to in paragraph 5 by and

between the Authority and Employee, there are no prior or contemporaneous understandings
or
agreements between the parties other than those set forth in this Agreement.

12. AMENDMENT.

No amendment to this Agreement shall be valid unless such amendment is in writing

and signed by the parties hereto.

 IN WITNESS WHEREOF, the Authority and Employee have executed this Agreement

as of the date first written above.

ATTEST: METROPOLITAN NASFryILLE

AIRPORT AUTHORITY

APPROVED AS TO FORM AND

LEGALITY:

Adams and Reese LLP

424 ChwchSteet, Suite 2700
Nashville, TN 37219

R. Wigington
Title: President and
 CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF TENNESSEE
COUNTY OF DAVIDSON

Before*.,fuofthestateandcountyaforesaid,persona11yappeared
Juli H. Mosley, with whom I am personally acquainted, (or proved to me on the basis of
satisfactory evidence), and who, upon oath, acknowledged herself to be Chair (or other officer
authorized to execute the instrument) of the Metropolitan Nashville Airport Authority, the within
named bargainer, a corporation, and that she as such Chair executed the foregoing instrument for
the purpose therein contained, by signing the name of the corporation by herself as Chair.

Witness my hand seal, at office in Davidson County, Tennessee, this 9t*- day of
December,2015.

Notary Public

My Commission Expires: _15lgJ1*_

Qlotary Seal)

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF TENNESSEE
COUNTY OF DAVIDSON

Personally appeared before me, the undersigned authority, a Notary Public in and for said
county and state, the within named Robert R. Wigington, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence) and who executed the foregoing
instrument for the purposes therein contained.

Witness my hand and seal, at office in Davidson County, Tennessee, this Q* day of
December,2015.

Notary Public