**Exhibit 10.11**

 

 

January 31, 2003

 

 

Mr. Guy King

6585 Red Bank Road

Galena, OH  43021

 

Dear Guy:

 

As you are aware AirNet Systems, Inc.(“AirNet” or the “Company”) has made the decision to eliminate your positiondue to reorganization as Product Vice President effective January 31,2003.  This letter will outline theterms and conditions of the AirNet separation agreement which you are beingoffered.   Please read this letter carefully,as it outlines all of the agreements we have made.

 

Your final paycheck will beissued on Friday, February 7, 2003.  Allkeys, cards, documents and other company property or proprietary informationmust be returned to Joe Biggerstaff. You are permitted to keep your laptop computer after examination andre-programming by our IS Department.

 

If you execute this letter ofagreement and do not exercise your right of revocation, you will receive a lumpsum check for eleven (11) months of severance pay, plus a separate check forone (1) month of salary extension, beginning no sooner than eight days afterthe execution of this letter agreement. All severance will be paid in accordance with your regular base rate forregularly scheduled weekly hours and appropriate deductions i.e. health insurance,long term disability and 401k deductions will be applied.  Said lump sum payment shall be paid to GuyKing on the first business day following the end of the seven day revocationperiod specified on page 3 of this document.

 

On 12/31/03 at 11:29p, you willbe 100% vested in all AirNet stock options, which you currently hold.  The life of your options will then expire on12/31/05.

 

If you execute this letteragreement and do not exercise your right of revocation, your group health,dental and vision insurance and long term disability will continue through11:59 p.m., January 31, 2004. You will be offered the opportunity to electCOBRA continuation coverage for the plans that are subject to this provisionand in which you are eligible to participate effective February 1, 2004.  Documentation to continue coverage will beprovided through CobraServ via U.S. Mail. This paragraph assures that Mr. King and his family will be eligible forcontinued health coverage under COBRA at the election and cost of Mr. King.

 

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This severance paymentrepresents all of the payments that will be made or which are owed to you forany reason.  It is acknowledged thatthis payment exceeds the normal policies and practices of AirNet in suchcircumstances and you have received consideration for signing this agreement.  It is further acknowledged that such sumsrepresent any and all termination pay, back pay, wages, sick time, incentivecompensation payments,  damages(liquidated or unliquidated), benefits, attorneys’****fees, costs, interest orother monies to which you may now be entitled from AirNet, and are agreed bythe parties to be sufficient consideration for the signing of this Agreement.

 

In consideration of thisagreement, you hereby release AirNet and all of its affiliated or relatedentities as well as past and present officers, directors, employees,representatives, and agents of AirNet and any of its affiliated or relatedentities from: any and all claims, demands, debts, losses, obligations,liabilities, costs, expenses, attorneys’ fees, rights of action, and causes ofaction of any kind or character whatsoever, whether known or unknown, suspectedor unsuspected, arising prior to the date of this agreement, all of which arealso referred to below as the “Released Claims.”  You understand and agree that the Released Claims include withoutlimitation any rights or claims you may have that arise out of or are relatedto your employment with AirNet or the termination of that employment and anyrights 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 prohibitsdiscrimination based on race, color, national origin, religion or sex;  and all other federal, state, and local lawsand regulations prohibiting employment discrimination or wrongful dischargefrom employment.  This release does notextend to rights or claims that may arise from events occurring after executionof this Agreement.

 

The parties acknowledge thatthey may hereafter discover facts different from, or in addition to, thosewhich you know or believe to be true with respect to the Release Claims, andagree that this agreement and the releases contained herein shall be and remaineffective in all respects notwithstanding such different or additional facts orthe discovery of those facts.

 

You further agree that youshall not communicate, orally or in writing, generally, specifically, or byimplications, to any person except for governmental or law enforcementagencies, any facts or opinions that might reflect adversely upon AirNet or anyof its affiliated or related entities, or to disparage, degrade, or harm thereputation of AirNet or any of its affiliated or related agencies in theconduct of your personal or professional endeavors.  Further, AirNet or it is successor agrees that, if any inquiry ismade to its Human Resources Director regarding Mr. King’s employment by AirNetor its predecessors, to any prospective employer or other entity, only as itrelates to corporate policy. Verification of employment will not be released without signed releaseby Mr. King.

 

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This agreement represents acompromise of claims and shall not be construed as an admission by any party ofany liability or any contention or allegation made by any other party, or asuggestion that any claims, or liabilities exist or would have any basis.

 

We both recognize thatAirNet has disclosed confidential information to you during youremployment.  This confidentialinformation includes, but is not limited to, information relating to AirNet’sservices, 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 and thewhole or any portion of AirNet’s marketing, sales or attendanceinformation.  You understand and agreethat you (i) will keep such information confidential at all times after thetermination of your employment, (ii) will not disclose or communicate any suchinformation to any third party, (iii) will not make use of any information onyour own behalf, or on behalf of any third party, and (iv) will comply with anyconfidentiality agreements that you have entered into during your employmentwith AirNet.  Nothing in this agreementwill prevent Guy King from using his knowledge gained within 27 years of theshipping business.

 

By executing this agreement,you further agree that for a period of one (1) year immediately following thedate that this letter agreement is executed, you will not, within anygeographic area in which you were assigned duties during your employment withAirNet, 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 businesswhich renders services that compete with the package delivery service providedby AirNet.  Similarly, you also agreenot to, directly or indirectly, solicit or encourage any employee of AirNet toleave or terminate his/her employment with AirNet for a period of one (1) yearimmediately following the execution of this letter agreement for the purpose ofemployment of a competing business.

 

Finally, this Agreementprovides and you acknowledge that you have been fully advised that youmay:  **(i) CONSULT WITH AN ATTORNEY BEFORESIGNING THIS AGREEMENT; (ii) HAVE FORTY-FIVE (45) DAYS WITHIN WHICH TOCONSIDER SIGNING THIS AGREEMENT; AND (iii) YOU MAY REVOKE THIS AGREEMENTAT ANY TIME BEFORE EXPIRATION OF SEVEN (7) DAYS AFTER YOU SIGN IT, THAT THEAGREEMENT IS NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAYS, ANDTHAT YOU WILL NOT BEGIN TO RECEIVE THE SEVERANCE PAYMENTS UNTIL AFTER THE SEVEN(7) DAYS HAVE EXPIRED.**

 

Attached to this letter as Attachment A is a listing of the ages andjob titles of persons who were and were not selected for termination as aresult of the AirNet Systems, Inc.’s January 2003 reorganization and the offerof consideration for signing a release agreement.  By signing this letter, you acknowledge that the

 

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language of this release is clear and understandable and receipt ofthis Attachment A.

 

This agreement shall begoverned by Ohio law.  It represents theentire agreement between the parties and supersedes all prior negotiations,representations, or agreements between the parties, either written or oral, onits subject matter.  This agreement maybe amended only by a document designated as an amendment to agreement andexecuted by the parties to it.

 

Please review this offercarefully, with the assistance of counsel if you choose.  Please contact me with any questions you mayhave.

 

Sincerely,

 
| /s/ Beth  Filipkowski        |   |
|------------------------------|--------|
|                         |
| Beth  Filipkowski            |
| Director of  Human Resources |

 

 

ACCEPTANCE

 

I have read and understood thecontent of this letter, and I accept the offer by AirNet Systems, Inc. andagree to the terms of agreement as contained in this letter.

 

 
| /s/ Guy King                          |   | Dated:  January 31, 2003 |
|---------------------------------------|--------|-------------------------------|
| Guy King                              |   |
|                                  |   |
| Witnessed:                            |   |
|                                  |   |
| /s/ Joe  Biggerstaff                  |   | Dated:  January 31, 2003 |
| Joe  Biggerstaff, President & CEO |   |

 

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Attachment A

 

Not Selected

 
| Chief Financial Officer                 |   | 47     |   |
|-----------------------------------------|--------|--------|--------|
| Vice President Airline Operations       |   | 43     |   |
| Senior Vice President Sales             |   | 43     |   |
| Vice President of Corporate Development |   | 39     |   |
| Vice President of Information Systems   |   | 46     |   |
| Vice President of Sales                 |   | 55     |   |
|                                    |   |   |   |
| Selected                                |   |   |   |
|                                    |   |   |   |
| Product Vice President                  |   | 50     |   |

 

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