Exhibit 10.1


 


EMPLOYMENT SEPARATION AGREEMENT

AND RELEASE OF CLAIMS


 


This
Agreement (“Agreement”) is made by and between KENDALL W. WRIGHT (“Employee”)
and AIRNET SYSTEMS, INC., an Ohio corporation (the “Company”) (hereinafter
collectively “the parties”).


 


WHEREAS,
Employee has been employed by the Company as an officer, most recently in the
position of Vice President of Airline Development;


 


WHEREAS,
the Employee’s position will be eliminated effective December 31, 2004;
and


 


WHEREAS,
the parties wish to define the terms and conditions of Employee’s separation
from employment with the Company;


 


NOW,
THEREFORE, in exchange for and in consideration of the following mutual
covenants and promises, the undersigned parties, intending to be legally bound,
hereby agree as follows:


 


1.                                       Separation
from Employment.  Employee’s
employment with the Company will be terminated effective December 31, 2004
(“Separation Date”).  On the Separation
Date, Employee’s employment with the Company and all further compensation,
remuneration, bonuses, and eligibility of Employee under Company benefit plans
shall terminate, and Employee shall not be entitled to receive any further
payments or benefits of any kind from the Company except as otherwise provided
in this Agreement or by applicable law.


 


2.                                       Severance
Benefits Following Separation Date. 
The Company agrees to pay to Employee an amount equal to his last annual
base salary (i.e., $210,000.00) over the twelve (12) month period from the
Separation Date to December 31, 2005, in twenty-four (24) equal
semimonthly installments, subject to ordinary and necessary withholding
taxes.  The first of these payments shall
be on or about January 14, 2005, and the final of these payments shall be
on or about December 31, 2005.  The
Company also agrees to directly pay to an outplacement service of Employee’s
choice reasonable outplacement fees up to a maximum of Ten Thousand Dollars
($10,000.00) for outplacement services provided to Employee during calendar
year 2005 and properly invoiced to the Company. 
Payments under this Paragraph 2 do not, and shall not be construed to,
create or continue an employment relationship between Employee and Company
following the Separation Date.


 





















 


3.                                       Consulting
Services Following Separation Date. 
Following the Separation Date, the Employee agrees to provide consulting
services for the Company on such matters as both parties agree upon; provided
that no such consulting shall be required to be performed at any particular
place of business, except as agreed to by Employee, and further provided that
such consulting services shall be reasonably limited so as not to interfere or
conflict with any other responsibilities the Employee may have.  All reasonable expenses, including travel
expenses, incurred by Employee in performing any such requested consulting
services shall be promptly reimbursed by the Company upon submission by
Employee of expense documentation.  Each
hour of actual consulting service provided shall be compensated at a rate of
$100.00.  Company agrees to offer a
minimum of 100 hours of consulting service to Employee within the first two
calendar quarters of 2005.  Employee
shall be responsible for billing the Company for these services and will be
responsible for paying appropriate taxes. 
The Company shall pay Employee within 14 days of receipt of billing
and/or expenses from Employee, and will provide Employee with the appropriate
contact and address for billing purposes.


 


4.                                       Medical
Insurance.  The Company agrees to
make a lump sum payment to Employee within thirty (30) days following the
Separation Date in an amount equal to the Employee’s cost of continuing the
medical insurance coverage for Employee and Employee’s eligible dependents
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for
the twelve (12) month period following the Separation Date, less an amount
equal to the premium the Employee would have paid for such insurance had
Employee continued employment for the same twelve (12) months period following
the Separation Date.


 


5.                                       Withholding.  The Company will make appropriate deductions
from the amounts paid to Employee under Paragraph 2 of this Agreement based
upon the most recent Form W-4 submitted by Employee to the Company.  Employee agrees that he will be exclusively liable
for payment of the employee portion of any and all taxes which may be due as a
result of all payments to him under this Agreement and agrees that he will pay
such taxes at such time and in such amount required of him.


 


6.                                       Stock
Options.  Employee shall maintain all
vested stock options held by Employee on or before the Separation Date and
shall retain all rights to exercise such vested stock options to the extent and
in accordance with all terms and restrictions imposed by applicable plans and
agreements, as most recently amended, under which such options were granted.


 


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7.                                       In
consideration of this Agreement, Employee hereby releases AirNet and all of its
affiliated or related entities as well as past and present officers, directors,
employees, representatives, and agents from: any and all claims, demands,
debts, losses, obligations, liabilities, costs, expenses, attorneys’ fees,
rights of action, and causes of action of any kind or character whatsoever,
whether known or unknown, suspected or unsuspected, arising prior to the date
of Employee’s signature upon this Agreement, all of which are also referred to
below as the “Released Claims.”  Employee
understands and agrees that the Released Claims include without limitation any
rights or claims he may have that arise out of or are related to his employment
with AirNet or the termination of that employment and any rights or claims
under the Age Discrimination and Employment Act, 29 U.S.C. Section 621 et
seq., as amended by the Older Workers’ Benefit Protection Act, which prohibits
age discrimination of employment;  Title
VII of the Civil Rights Act of 1964, which prohibits discrimination based on
race, color, national origin, religion or sex; 
and all other federal, state, and local laws and regulations of any kind
whatsoever.


 


8.                                       It
is acknowledged that Employee may hereafter discover facts different from, or
in addition to, those which you know or believe to be true with respect to the
Released Claims, and it is agreed that this Agreement and the releases
contained herein shall be and remain effective in all respects notwithstanding
such different or additional facts or the discovery of those facts.


 


9.                                       Employee agrees that he shall not
communicate, orally or in writing, generally, specifically, or by implications,
to any person except for governmental or law enforcement agencies to the extent
legally required, any facts or opinions that might reflect adversely upon
AirNet or any of its affiliated or related entities, and that he will not
disparage, degrade, or harm the reputation of AirNet or any of its affiliated
or related agencies in the conduct of Employee’s personal or professional
endeavors.


 


10.                                 This Agreement shall not be construed as an
admission by any party of any liability or any contention or allegation made by
any other party, or a suggestion that any claims, or liabilities exist or would
have any basis.


 


11.                                 Both parties recognize that AirNet has
disclosed confidential information to Employee during his employment.  This confidential information includes, but
is not limited to, information relating to AirNet’s services, whether fully or
partially developed, AirNet’s business plans, financial information, legal
information, purchasing data, supplier data, accounting data, trade secrets,
patents, or other financial information


 


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and the whole or any portion
of AirNet’s marketing, sales or attendance information.  Employee understands and agrees that he (i)
will keep such information confidential at all times after the termination of
his employment, (ii) will not disclose or communicate any such information to
any third party, (iii) will not make use of any information on his own behalf,
or on behalf of any third party, and (iv) will comply with any confidentiality
agreements that he has entered into during his employment with AirNet.


 


12.                                 By executing this Agreement, Employee further
agrees that for a period of one (1) year immediately following the Separation
Date, Employee will not, within any geographic area in which he was assigned
duties during his employment with AirNet, directly or indirectly, become
interested in (as an individual, partner, stockholder, director, officer,
principal, agent, employee, trustee, lender of money or in any other relation
or capacity whatsoever) any business which renders services that compete with
the services or products marketed and provided by AirNet absent express consent
of AirNet; provided, further, however, that such consent of the Company shall
not be unreasonably withheld.  Employee
also agrees not to, directly or indirectly, solicit or encourage any employee
of AirNet to leave or terminate his/her employment with AirNet for a period of
one (1) year immediately following the Separation Date.


 


13.                                 Employee acknowledges and agrees that:  (i) HE HAS BEEN, AND
HEREBY IS, ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT;
(ii) HE HAS TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER SIGNING THIS AGREEMENT;
(iii) THE LANGUAGE OF THIS RELEASE IS CLEAR AND UNDERSTANDABLE; AND (iv) HE MAY
REVOKE THIS AGREEMENT AT ANY TIME BEFORE EXPIRATION OF SEVEN (7) DAYS AFTER HE
SIGNS IT, THAT THE AGREEMENT IS NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH
SEVEN (7) DAYS, AND THAT EMPLOYEE WILL NOT RECEIVE ANY PAYMENTS HEREUNDER UNTIL
AFTER THE SEVEN (7) DAYS HAVE EXPIRED.


 


14.                                 This Agreement shall be governed by Ohio
law.  It represents the entire agreement
between the parties and supersedes all prior negotiations, representations, or
agreements between the parties, either written or oral, on its subject
matter.  This Agreement may be amended
only by a document designated as an amendment to this Agreement and executed by
the parties.


 


15.                                 This Agreement may be executed in multiple
counterparts, each of which shall constitute an original.


 


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[REMAINDER
OF THIS PAGE 6 IS INTENTIONALLY BLANK]


 


 


EMPLOYEE SHOULD INITIAL AND DATE PAGES 1 – 7

OF AGREEMENT IN BOTTOM RIGHT CORNER


 


IN WITNESS
WHEREOF, the parties hereby execute this Agreement on the day and year
indicated below


 


	
  Date:
     1-14      , 2005

  	
  /s/ Kendall W.
  Wright

  	
   

  
	
   

  	
   

  	
  KENDALL W.
  WRIGHT

  
				



 


 


Sworn
to before me and subscribed in my presence this 14th day of January,
2005.


 


 


	
   

  	
    /s/ Ann
  Mancuso

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  [Notary Seal]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  AIRNET SYSTEMS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:
    January 14, 2005

  	
  By:  Joel
  E. Biggerstaff

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:
    C.E.O.

  



 


 


Sworn
to before me and subscribed in my presence this 14th day of January,
2005.


 


 


	
   

  	
   /s/ Ann Mancuso

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  [Notary Seal]

  



 


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