**EXHIBIT 10.26****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 servicesas members of the Board of Directors of AirNet (the “Board”) and as members of Board committees. The current Non-Employee Directors of AirNet areJames M. Chadwick, Russell M. Gertmenian, Gerald Hellerman, and James E. Riddle. David P. Lauer,who resigned from the Board on May 11, 2006, was also aNon-Employee Director during the fiscal year ended December 31, 2006(the “2006 fiscal year”), serving from January 1, 2006until May 11, 2006. Bruce D. Parker, who has served on the Board since 2002, assumed the position of Chief ExecutiveOfficer of AirNet on December 28, 2006. Mr. Parker was also a Non-Employee Director until suchdate. Effective December 31, 2006, Mr. Parker was elected Chairman ofthe Board of AirNet.Thequarterly fee paid during the 2006 fiscal year andto be paid during the fiscal year ending December 31, 2007 (the “2007 fiscal year”) for serving asa Non-Employee Director has been and remains $6,000. The fee for attending each meeting of the fullBoard in person was $2,000 during the 2006 fiscal year and continues to be the same amount duringthe 2007 fiscal year. The fee for attending telephonic meetings of the full Board was $1,000 foreach meeting attended during the 2006 fiscal year and remains that amount during the 2007 fiscalyear.The Audit Committee of AirNet’s Board currently consists of Gerald Hellerman (Chair), James M.Chadwick and James E. Riddle. David P. Lauer served as a memberand Chair of the Audit Committee during the 2006 fiscal year fromJanuary 1, 2006 until hisresignation on May 11, 2006. Mr. Hellerman was appointed a member and Chair of the Audit Committeeon May 17, 2006 and has served in those positions since thatdate. Bruce D. Parker served as a member of the Audit Committee during the 2006 fiscal year fromJanuary 1, 2006 until he assumed theposition of Chief Executive Officer of AirNet on December 28, 2006, on which date he resigned.Messrs. Riddle and Chadwick also served on the Audit Committee throughout the 2006 fiscal year.The Compensation Committee of AirNet’s Board currently consists of James E. Riddle (Chair), GeraldHellerman and James M. Chadwick. Bruce D. Parker served as a member of the Compensation Committeeuntil he assumed the position of Chief Executive Officer of AirNet on December 28, 2006, on whichdate he resigned. David P. Lauer served as a member of theCompensation Committee during the 2006 fiscal year fromJanuary 1, 2006 until his resignationon May 11, 2006. Mr. Chadwick was appointed to the Compensation Committee effective February 27,2007. Mr. Riddle also served on the Compensation Committee throughout the 2006 fiscal year.The Nominating and Corporate Governance Committee of AirNet’s Board currently consists of James M.Chadwick (Chair), James E. Riddle and Gerald Hellerman. David P. Lauer served as member of theNominating and Corporate Governance Committee during the 2006 fiscal year fromJanuary 1, 2006 until his resignation on May 11, 2006. Bruce D.Parker served as a member and Chair of the Nominating and CorporateGovernance Committee during the 2006 fiscal year fromJanuary 1, 2006 until heassumed the position of Chief Executive Officer of AirNet on December 28, 2006, on which date heresigned. Mr. Chadwick was appointed a member and Chair of the Nominating and Corporate GovernanceCommittee on February 27, 2007. Mr. Riddle also served on the Nominating and Corporate GovernanceCommittee throughout the 2006 fiscal year.The fee for Audit Committee members has been and remains $2,000 per meeting attended in personduring each of the 2006 fiscal year and the 2007 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 2006 fiscal year and the 2007 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 2006 fiscal year and the 2007 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 of the 2006fiscal year were $1,000 per meeting attended in person and $500 foreach telephonic meeting attended. In addition, on May 11, 2006, the Board approved a $5,000 quarterly fee for Mr. Parker for service in thecapacity as Chair of the Strategy Committee, retroactive to January 1, 2006.  The Strategy Committee didnot meet during the 2007 fiscal year and no fees were paid to Strategy Committee members during the 2007fiscal year prior to the dissolution 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 2006 fiscal year and continues to receive that amount duringthe 2007 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, Joel E. Biggerstaff received no fees for serving as adirector of AirNet during the 2006 fiscal year fromJanuary 1, 2006 until the date of his resignation from the Boardeffective December 31, 2006. Since December 28, 2006, Bruce D.Parker has not received and will not receive any fees for serving as adirector of AirNet because he also serves as an officer and employeeof AirNet.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 Compensation Plan(the “Director Deferred Plan”).  The Director Deferred Plan as in effect on March 30, 2007 has previouslybeen 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 todefer all or a part of his director’s fees, including federal income tax thereon.  Such deferred fees may becredited to (i) a cash account where the funds will earn interest at the rate prescribed in the DirectorDeferred 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 fairmarket value of AirNet’s common shares when the credit to the stock account is made).  In his deferralelection, a Non-Employee Director will elect whether distribution of the amount in his account(s) under theDirector Deferred Plan is to be made in a single lump sum payment or in equal annual installments, payableover a period of not more than ten years.  Distributions will commence within 30 days of the earlier of (a) thedate 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 stockaccounts will be distributed in the form of common shares or cash, as selected by AirNet.  As of March 30,2007, 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 inaccordance 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 30, 2007 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 immediatelyexercisable option to purchase 2,000 AirNet common shares with an exercise price equal to the fair marketvalue 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 anexercise price equal to the fair market value of the common shares on the grant date.  Each option grantedon August 19, 1998 vested and became exercisable with respect to 20% of the common shares coveredthereby 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 fromAugust 19, 1998 until June 4, 2004 was automatically granted an option to purchase 20,000 AirNet commonshares effective on the date of his election or appointment to the Board.  In addition, on the first businessday of each of the 2002, 2003 and 2004 fiscal years of AirNet, each individual who was then serving as aNon-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 weregranted with an exercise price per share equal to the fair market value of the common shares on therespective grant date.  In addition, all of these options have vested and are to vest and become exercisablewith respect to 20% of the common shares on each of the grant date and the first, second, third and fourthanniversaries of the grant date.Each option granted to a Non-Employee Director under the 1996 Plan since August 18, 1999, which has notexpired, been cancelled or been exercised prior to the effective date of the event, will become immediatelyexercisable in full (i) if the Non-Employee Director retires from service as an AirNet director, becomes totallydisabled or dies, (ii) if AirNet merges with another entity and AirNet is not the survivor in the merger, or (iii) ifall 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 ofthree months (12 months in the case of a Non-Employee Director who becomes disabled or dies) after thedate his service ends, subject in each case to the stated term of each option.  However, a Non-EmployeeDirector who ceases to be a director after having been convicted of, or pled guilty or nolo contendere to, afelony immediately forfeits all of his options.Following the approval of the AirNet Systems, Inc. 2004 Stock Incentive Plan (the “2004 Plan”) by theshareholders of AirNet at the 2004 Annual Meeting of Shareholders, no further options have been or will begranted to the Non-Employee Directors under the 1996 Plan.***Options Granted under 2004 Stock Incentive Plan***The 2004 Plan as in effect on March 30, 2007 has been filed as Exhibit 10.1 to AirNet’s Quarterly Report onForm 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 anoption to purchase 20,000 AirNet common shares effective on the date of his election or appointment to theBoard.  In accordance with the terms of the 2004 Plan, on July 20, 2005, each of James M. Chadwick andGerald Hellerman was automatically granted an option to purchase 20,000 common shares with an exerciseprice of $4.26.In addition, on the first business day of each fiscal year of AirNet, each individual who is then serving as aNon-Employee Director and has served for at least one full one-year term as a Non-Employee Director, is tobe automatically granted an option to purchase 4,000 AirNet common shares.  Each of the individualsserving as a Non-Employee Director on January 2, 2006 (the first business day of the 2006 fiscal year) whohad 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 topurchase 4,000 AirNet common shares which would have been automatically granted to him on each suchdate.  On January 2, 2007 (the first business day of the 2007 fiscal year), each of the individuals thenserving as a Non-Employee Director who had served for at least one full one-year term on that date, therebybeing 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 AirNet common shares with an exerciseprice of $2.91.Each option automatically granted under the 2004 Plan is to vest and become exercisable as to 20% of thecommon shares covered thereby on each of the grant date and the first, second, third and fourthanniversaries of the grant date.  Each option automatically granted under the 2004 Plan is to have anexercise price per share equal to the closing price of the underlying common shares as reported on theAmerican Stock Exchange LLC (“AMEX”) on the grant date (or, if the grant date is not a trading day onAMEX, on the first trading day following the grant date).  Each such option, which has not expired, beencancelled or been exercised prior to the effective date of the event, will become fully exercisable (i) if theNon-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 orreclassification of the common shares or the exchange of the common shares for the securities of anotherentity (other than a subsidiary of AirNet) that has acquired AirNet’s assets or which is in control of an entitythat has acquired AirNet’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 date or (ii) threemonths after the Non-Employee Director ceases to be a member of the Board (24 months in the case of aNon-Employee Director who becomes disabled, dies or retires after having served at least one full one-year term), subject in each case to the stated term of each option.  However, if a Non-Employee Director’sservice as a director is terminated for cause, he will immediately forfeit his options.