**EXHIBIT 10.21****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 ofAirNet (the “Board”) and as members of Board committees. The current Non-Employee Directors ofAirNet are James M. Chadwick, Gerald Hellerman, Thomas J. Kiernan, Robert H. Milbourne and James E.Riddle. Each of James M. Chadwick, Gerald Hellerman and James E. Riddle also served as aNon-Employee Director throughout the fiscal year ended December 31, 2007 (the “2007 fiscal year”).Thomas J. Kiernan and Robert H. Milbourne were appointed to the Board as Non-Employee Directors onSeptember 25, 2007. Russell M. Gertmenian, who resigned from the Board effective August 17, 2007,was also a Non-Employee Director during the 2007 fiscal year serving from January 1, 2007 untilAugust 17, 2007.The quarterly fee paid during the 2007 fiscal year and to be paid during the fiscal year endingDecember 31, 2008 (the “2008 fiscal year”) for serving as a Non-Employee Director has been andremains $6,000. The fee for attending each meeting of the full Board in person was $2,000 duringthe 2007 fiscal year and continues to be the same amount during the 2008 fiscal year. The fee forattending telephonic meetings of the full Board was $1,000 for each meeting attended during the2007 fiscal year and remains that amount during the 2008 fiscal year.The Audit Committee of AirNet’s Board currently consists of Gerald Hellerman (Chair), James M.Chadwick, Robert H. Milbourne and James E. Riddle. Mr. Hellerman served as a member and Chair ofthe Audit Committee throughout the 2007 fiscal year. Messrs. Chadwick and Riddle also served onthe Audit Committee throughout the 2007 fiscal year. Mr. Milbourne was appointed a member of theAudit Committee on November 7, 2007 and has served in that position since that date.The Compensation Committee of AirNet’s Board currently consists of James E. Riddle (Chair), JamesM. Chadwick, Gerald Hellerman and Thomas J. Kiernan. Mr. Riddle served as a member and Chair ofthe Compensation Committee throughout the 2007 fiscal year. Mr. Kiernan was appointed a member ofthe Compensation Committee on November 7, 2007 and has served in that position since that date.Messrs. Chadwick and Hellerman also served on the Compensation Committee throughout the 2007 fiscalyear.The Nominating and Corporate Governance Committee of AirNet’s Board currently consists of James M.Chadwick (Chair), Gerald Hellerman and James E. Riddle. Mr. Chadwick was appointed a member andChair of the Nominating and Corporate Governance Committee on February 27, 2007. Mr. Hellerman andMr. Riddle also served on the Nominating and Corporate Governance Committee throughout the 2007fiscal year.The fee for Audit Committee members has been and remains $2,000 per meeting attended in personduring each of the 2007 fiscal year and the 2008 fiscal year, with the Chair of the Audit Committeereceiving an additional $1,000 per meeting attended in person. The fee for Compensation Committeemembers and Nominating and Corporate Governance Committee members has been and remains $1,000 permeeting attended in person during each of the 2007 fiscal year and the 2008 fiscal year, with theChair of each of those Committees receiving an additional $2,000 for each meeting of the Committeeattended in person. The fees for attending telephonic meetings of each Committee held during eachof the 2007 fiscal year and the 2008 fiscal year have been and remain one-half (50%) of the amountof the fees for attending a meeting of the particular Committee in person.On December 16, 2005, AirNet’s Board established a Strategy Committee to work with management onthe ongoing business strategy and alternatives for AirNet to enhance shareholder value. TheStrategy Committee was comprised of Bruce D. Parker and James M. Chadwick. The Strategy Committeewas dissolved on February 27, 2007. The fees for Strategy Committee members during the fiscal yearended December 31, 2006 (the “2006 fiscal year”) were $1,000 per meeting attended in person and$500 for each telephonic meeting attended. In addition, on May 11, 2006, the Board approved a$5,000 quarterly fee for Mr. Parker for service in the capacity as Chair of the Strategy Committee,retroactive to January 1, 2006. The Strategy Committee did not meet during the 2007 fiscal yearand no fees were paid to Strategy Committee members during the 2007 fiscal year prior to thedissolution of the Strategy Committee.As the lead director of AirNet, James E. Riddle received an additional quarterly fee of $6,000 forservice in that capacity during the 2007 fiscal year and continues to receive that amount duringthe 2008 fiscal year.The Non-Employee Directors meet without management present in connection with each of the regularlyscheduled meetings of the full Board and receive no meeting fees for attending such meetings. Tothe extent the Non-Employee Directors determine to meet by telephone or in person other than inconnection with a regularly scheduled Board meeting, they receive $2,000 per meeting attended inperson and $1,000 per telephonic meeting.
 

 
As an officer and employee of AirNet, Bruce D. Parker has not received and will not receive anyfees for serving as a director of AirNet because he also serves as an officer and employee ofAirNet.The directors are reimbursed for out-of-pocket expenses incurred in connection with their serviceas directors, including travel expenses.***Director Deferred Compensation Plan***Effective May 27, 1998, AirNet established the AirNet Systems, Inc. Director Deferred CompensationPlan (the “Director Deferred Plan”). The Director Deferred Plan as in effect on March 31, 2008 haspreviously been filed as Exhibit 10.7 to AirNet’s Annual Report on Form 10-K for the fiscal yearended December 31, 2003. Voluntary participation in the Director Deferred Plan enables aNon-Employee Director of AirNet to defer all or a part of his director’s fees, including federalincome tax thereon. Such deferred fees may be credited to (i) a cash account where the funds willearn interest at the rate prescribed in the Director Deferred Plan, or (ii) a stock account wherethe funds will be converted into a common share equivalent (determined by dividing the amount to beallocated to the Non-Employee Director’s stock account by the fair market value of AirNet’s commonshares when the credit to the stock account is made). In his deferral election, a Non-EmployeeDirector may elect whether distribution of the amount in his account(s) under the Director DeferredPlan is to be made in a single lump sum payment or in equal annual installments, payable over aperiod of not more than ten years. Distributions are to 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 are to be distributed in theform of cash and stock accounts are to be distributed in the form of common shares or cash, asselected by AirNet. As of March 31, 2008, none of the Non-Employee Directors was participating inthe Director Deferred Plan. None of the Non-Employee Directors participated in the DirectorDeferred Plan in either the 2006 fiscal year or the 2007 fiscal year.***Options Granted under Amended and Restated 1996 Incentive Stock Plan***Non-Employee Directors were automatically granted options to purchase AirNet common shares inaccordance with the terms of the AirNet Systems, Inc. Amended and Restated 1996 Incentive StockPlan (the “1996 Plan”). The 1996 Plan as in effect on March 31, 2008 has previously been filed asExhibit 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 grantedan immediately exercisable option to purchase 2,000 AirNet common shares with an exercise priceequal to the fair market value of the common shares on the grant date. On August 19, 1998, eachindividual then serving as a Non-Employee Director was automatically granted an option to purchase20,000 AirNet common shares with an exercise price equal to the fair market value of the commonshares on the grant date. Each option granted on August 19, 1998 vested and became exercisablewith 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 Directorfrom August 19, 1998 until June 4, 2004 was automatically granted an option to purchase 20,000AirNet common shares effective on the date of his election or appointment to the Board. Inaddition, on the first business day of each of the 2002, 2003 and 2004 fiscal years of AirNet, eachindividual who was then serving as a Non-Employee Director and had served for at least one fullone-year term as a Non-Employee Director, was automatically granted an option to purchase 4,000AirNet common shares. All of these options were granted with an exercise price per share equal tothe fair market value of the common shares on the respective grant date. In addition, all of theseoptions vested and became exercisable with respect to 20% of the common shares covered thereby oneach 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 has a ten-year term. If aNon-Employee Director ceases to be a member of the Board, his vested options may be exercised for aperiod of three months (12 months in the case of a Non-Employee Director who becomes disabled ordies) 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, orpled 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”) bythe shareholders of AirNet at the 2004 Annual Meeting of Shareholders, no further options have beenor 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, 2008 has been filed as Exhibit 10.1 to AirNet’s QuarterlyReport on Form 10-Q for the quarterly period ended June 30, 2004. Under the 2004 Plan, eachindividual newly-elected or appointed as a Non-Employee Director after June 4, 2004 has been and isto be granted an option to purchase 20,000 AirNet common shares effective on the date of hiselection 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 topurchase 20,000 common shares with an exercise price of $4.26. In accordance with the terms of the2004 Plan, on September 25, 2007, each of
 

 
Thomas J. Kiernan and Robert H. Milbourne wasautomatically granted an option to purchase 20,000 common shares with an exercise price of $2.52.In addition, on the first business day of each fiscal year of AirNet, each individual who is thenserving as a Non-Employee Director and has served for at least one full one-year term as aNon-Employee Director, is to be automatically granted an option to purchase 4,000 AirNet commonshares. On January 2, 2007 (the first business day of the 2007 fiscal year), each of theindividuals then serving as a Non-Employee Director who had served for at least one full one-yearterm on that date, thereby being eligible for the grant – James M. Chadwick, Russell M. Gertmenian,Gerald Hellerman and James E. Riddle – was automatically granted an option to purchase 4,000 AirNetcommon shares with an exercise price of $2.91. Each of the individuals serving as a Non-EmployeeDirector on January 2, 2008 (the first business day of the 2008 fiscal year) who had served for atleast one full one-year term on that date, thereby being eligible for the grant – James M.Chadwick, Gerald Hellerman and James E. Riddle — was automatically granted an option to purchase4,000 AirNet common shares with an exercise price of $1.87.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 andfourth anniversaries of the grant date. Each option automatically granted under the 2004 Plan isto have an exercise price per share equal to the closing price of the underlying common shares asreported on the American Stock Exchange LLC (“AMEX”) on the grant date (or, if the grant date isnot a trading day on AMEX, on the first trading day following 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 AirNetdirector 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 theexchange of the common shares for the securities of another entity (other than a subsidiary ofAirNet) that has acquired AirNet’s assets or which is in control of an entity that has acquiredAirNet’s assets.Once vested and exercisable, each option automatically granted to a Non-Employee Director under the2004 Plan will remain exercisable until the earlier to occur of (i) ten years after the grant dateor (ii) three months after the Non-Employee Director ceases to be a member of the Board (24 monthsin the case of a Non-Employee Director who becomes disabled, dies or retires after having served atleast one full one-year term), subject in each case to the stated term of each option. However, ifa Non-Employee Director’s service as a director is terminated for cause, he will immediatelyforfeit his options.