EX-10.24



 







EXHIBIT 10.24




SUMMARY OF COMPENSATION

FOR DIRECTORS OF

AIRNET SYSTEMS, INC.




Cash Compensation



Directors of AirNet Systems, Inc. (“AirNet”) who are not officers or employees of AirNet
(“Non-Employee Directors”) are paid fees for their services as members of the Board of Directors
(the “Board”) and as members of Board committees. The Non-Employee Directors of AirNet are James
M. Chadwick, Russell M. Gertmenian, Gerald Hellerman, David P. Lauer, Bruce D. Parker and James E.
Riddle. The quarterly fee paid during the fiscal year ended December 31, 2005 (the “2005 fiscal
year”) and to be paid during the fiscal year ending December 31, 2006 (the “2006 fiscal year”) for
serving as a Non-Employee Director has been and remains $6,000. The fee for attending each meeting
of the full Board in person was $2,000 during the 2005 fiscal year and continues to be the same
amount during the 2006 fiscal year. The fee for attending telephonic meetings of the full Board
was $1,000 for each meeting attended during the 2005 fiscal year and remains that amount during the
2006 fiscal year.



The Audit Committee of AirNet’s Board currently consists of David P. Lauer (Chair), James M.
Chadwick, Bruce D. Parker and James E. Riddle. Each of Messrs. Lauer, Parker and Riddle also
served on the Audit Committee throughout the 2005 fiscal year. Mr. Chadwick was appointed to the
Audit Committee effective July 20, 2005.



The Compensation Committee of AirNet’s Board currently consists of James E. Riddle (Chair), Gerald
Hellerman, David P. Lauer and Bruce D. Parker. Each of Messrs. Riddle, Lauer and Parker also
served on the Compensation Committee throughout the 2005 fiscal year. Mr. Hellerman was appointed
to the Compensation Committee effective July 20, 2005.



The Nominating and Corporate Governance Committee of AirNet’s Board currently consists of Bruce D.
Parker (Chair), David P. Lauer and James E. Riddle, each of whom also served on such Committee
throughout the 2005 fiscal year.



The fee for Audit Committee members has been and remains $2,000 per meeting attended in person
during each of the 2005 fiscal year and the 2006 fiscal year, with the Chair of the Audit Committee
receiving an additional $1,000 per meeting attended in person. The fee for Compensation Committee
members and Nominating and Corporate Governance Committee members has been and remains $1,000 per
meeting attended in person during each of the 2005 fiscal year and the 2006 fiscal year, with the
Chair of each of those Committees receiving an additional $2,000 for each meeting of the Committee
attended in person. The fees for attending telephonic meetings of each Committee held during each
of the 2005 fiscal year and the 2006 fiscal year have been and remain one-half (50%) of the amount
of the fees for attending a meeting of the particular Committee in person.



On April 29, 2005, AirNet’s Board established a Special Committee, consisting solely of independent
directors, to oversee the process of reviewing, developing and evaluating strategic alternatives to
enhance shareholder value. During the 2005 fiscal year, Gerald Hellerman, David P. Lauer, Bruce D.
Parker and James E. Riddle served on the Special Committee. Each of Messrs. Lauer, Parker and
Riddle was appointed to the Special Committee upon its establishment. Mr. Hellerman was appointed
to the Special Committee on August 9, 2005. The Special
Committee was dissolved on December 16,
2005. The fees for Special Committee members during the 2005 fiscal year were $1,000 per meeting
attended in person and $500 for each telephonic meeting attended.



On
December 16, 2005, AirNet’s Board established a Strategy Committee to work with management on the ongoing business strategy and alternatives for AirNet to enhance shareholder value. The Strategy Committee is comprised of Bruce D. Parker and
James M. Chadwick. The fees for Strategy Committee members for each of the 2005 fiscal year and
the 2006 fiscal year have been and remain $1,000 per meeting attended in person and $500 for each
telephonic meeting attended.



As the lead director of AirNet, James E. Riddle received an additional quarterly fee of $6,000 for
service in that capacity during each of the 2005 fiscal year and the 2006 fiscal year and continues
to receive that amount.



The Non-Employee Directors meet without management present in connection with each of the regularly
scheduled meetings of the full Board and receive no meeting fees for attending such meetings. To
the extent the Non-Employee Directors determine to meet by telephone or in person other than in
connection with a regularly scheduled Board meeting, they receive $2,000 per meeting attended in
person and $1,000 per telephonic meeting.



As an officer and employee of AirNet, Joel E. Biggerstaff receives no fees for serving as a
director of AirNet.



The directors are reimbursed for out-of-pocket expenses incurred in connection with their service
as directors, including travel expenses.




 









 








     Director Deferred Compensation Plan


Effective May 27, 1998, AirNet established the AirNet Systems, Inc. Director Deferred Compensation
Plan (the “Director Deferred Plan”). The Director Deferred Plan as in effect on March 31, 2006 has
previously been filed as Exhibit 10.7 to AirNet’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2003. Voluntary participation in the Director Deferred Plan enables a
Non-Employee Director of AirNet to defer all or a part of his director’s fees, including federal
income tax thereon. Such deferred fees may be credited to (i) a cash account where the funds will
earn interest at the rate prescribed in the Director Deferred Plan, or (ii) a stock account where
the funds will be converted into a common share equivalent (determined by dividing the amount to be
allocated to the Non-Employee Director’s stock account by the fair market value of AirNet’s common
shares when the credit to the stock account is made). In his deferral election, a Non-Employee
Director will elect whether distribution of the amount in his account(s) under the Director
Deferred Plan is to be made in a single lump sum payment or in equal annual installments, payable
over a period of not more than ten years. Distributions will commence within 30 days of the
earlier of (a) the date specified by a Non-Employee Director at the time a deferral election is
made or (b) the date the Non-Employee Director ceases to so serve. Cash accounts will be
distributed in the form of cash and stock accounts will be distributed in the form of common shares
or cash, as selected by AirNet. As of March 31, 2006, none of the Non-Employee Directors was
participating in the Director Deferred Plan.




     Options Granted under Amended and Restated 1996 Incentive Stock Plan


Non-Employee Directors were automatically granted options to purchase AirNet common shares in
accordance with the terms of the AirNet Systems, Inc. Amended and Restated 1996 Incentive Stock
Plan (the “1996 Plan”). The 1996 Plan as in effect on March 31, 2006 has previously been filed as
Exhibit 10.1 to AirNet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.
On March 7, 1997, each individual then serving as a Non-Employee Director was automatically granted
an immediately exercisable option to purchase 2,000 AirNet common shares with an exercise price
equal to the fair market value of the common shares on the grant date. On August 19, 1998, each
individual then serving as a Non-Employee Director was automatically granted an option to purchase
20,000 AirNet common shares with an exercise price equal to the fair market value of the common
shares on the grant date. Each option granted on August 19, 1998 vested and became exercisable
with respect to 20% of the common shares covered thereby on each of the grant date and the first,
second, third and fourth anniversaries of the grant date.



Pursuant to the 1996 Plan, each individual newly-elected or appointed as a Non-Employee Director
from August 19, 1998 until June 4, 2004 was automatically granted an option to purchase 20,000
AirNet common shares effective on the date of his election or appointment to the Board. In
addition, on the first business day of each of the 2002, 2003 and 2004 fiscal years of AirNet, each
individual who was then serving as a Non-Employee Director and had served for at least one full
one-year term as a Non-Employee Director, was automatically granted an option to purchase 4,000
AirNet common shares. All of these options were granted with an exercise price per share equal to
the fair market value of the common shares on the grant date. In addition, all of these options
have vested and are to vest and become exercisable with respect to 20% of the common shares on each
of the grant date and the first, second, third and fourth anniversaries of the grant date.



Each option granted to a Non-Employee Director under the 1996 Plan since August 18, 1999, which has
not expired, been cancelled or been exercised prior to the effective date of the event, will become
immediately exercisable in full (i) if the Non-Employee Director retires from service as an AirNet
director, becomes totally disabled or dies, (ii) if AirNet merges with another entity and AirNet is
not the survivor in the merger, or (iii) if all or substantially all of AirNet’s assets or stock is
acquired by another entity.



Each option granted to a Non-Employee Director under the 1996 Plan has a ten-year term. If a
Non-Employee Director ceases to be a member of the Board, his vested options may be exercised for a
period of three months (12 months in the case of a Non-Employee Director who becomes disabled or
dies) after the date his service ends, subject in each case to the stated term of each option.
However, a Non-Employee Director who ceases to be a director after having been convicted of, or
pled guilty or nolo contendere to, a felony immediately forfeits all of his options.



Following the approval of the AirNet Systems, Inc. 2004 Stock Incentive Plan (the “2004 Plan”) by
the shareholders of AirNet at the 2004 Annual Meeting of Shareholders, no further options have been
or will be granted to the Non-Employee Directors under the 1996 Plan.




     Options Granted under 2004 Stock Incentive Plan


The 2004 Plan as in effect on March 31, 2006 has been filed as Exhibit 10.1 to AirNet’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2004. Under the 2004 Plan, each
individual newly-elected or appointed as a Non-Employee Director after June 4, 2004 has been and is
to be granted an option to purchase 20,000 AirNet common shares effective on the




 









 







date of his election or appointment to the Board. In accordance with the terms of the 2004 Plan,
on July 20, 2005, each of James M. Chadwick and Gerald Hellerman was automatically granted an
option to purchase 20,000 common shares with an exercise price of $4.26, the fair market value of
the underlying common shares on the grant date.



In addition, on the first business day of each fiscal year of AirNet, each individual who is then
serving as a Non-Employee Director and has served for at least one full one-year term as a
Non-Employee Director, is to be automatically granted an option to purchase 4,000 AirNet common
shares. However, each of the individuals serving as a Non-Employee Director on January 3, 2005
(the first business day of the 2005 fiscal year) and each of the individuals serving as a
Non-Employee Director on January 2, 2006 (the first business day of the 2006 fiscal year) who had
served for at least one full one-year term on that date, thereby being eligible for the grant —
Russell M. Gertmenian, David P. Lauer, Bruce D. Parker and James E. Riddle — determined not to
accept the option to purchase 4,000 AirNet common shares which would have been automatically
granted to him on each such date.



Each option automatically granted under the 2004 Plan is to vest and become exercisable as to 20%
of the common shares covered thereby on each of the grant date and the first, second, third and
fourth anniversaries of the grant date. Each option automatically granted under the 2004 Plan is
to have an exercise price per share equal to the fair market value of the underlying common shares
on the grant date. Each such option, which has not expired, been cancelled or been exercised prior
to the effective date of the event, will become fully exercisable (i) if the Non-Employee Director
retires from service as an AirNet director after having served at least one full one-year term,
becomes totally disabled or dies or (ii) if AirNet undergoes a merger or consolidation or
reclassification of the common shares or the exchange of the common shares for the securities of
another entity (other than a subsidiary of AirNet) that has acquired AirNet’s assets or which is in
control of an entity that has acquired AirNet’s assets.



Once vested and exercisable, each option automatically granted to a Non-Employee Director under the
2004 Plan will remain exercisable until the earlier to occur of (i) ten years after the grant date
or (ii) three months after the Non-Employee Director ceases to be a member of the Board (24 months
in the case of a Non-Employee Director who becomes disabled, dies or retires after having served at
least one full one-year term), subject in to the stated term of each option. However, if a
Non-Employee Director’s service as a director is terminated for cause, he will immediately forfeit
his options.



At any time, the Board of Directors may, in its discretion and without the consent of the affected
director, cancel an outstanding option granted to a Non-Employee Director under the 2004 Plan,
whether or not then exercisable, by giving written notice to the director of AirNet’s intent to buy
out the option. In the event of such a buyout, AirNet will pay the excess, if any, of the fair
market value of the common shares underlying the exercisable portion of the option to be cancelled
over the exercise price associated therewith. No payment will be made for the portion of an option
with is not exercisable when cancelled. At the option of the Board, payment of the buyout amount
may be made in cash, common shares or a combination thereof.