**EXHIBIT 10.27**

 

**SUMMARY OF AIRNET SYSTEMS, INC. 2005 INCENTIVE COMPENSATION PLAN**

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On February 2, 2005, theBoard of Directors of AirNet, upon the recommendation of the CompensationCommittee, adopted the 2005 Incentive Compensation Plan (the “Incentive Plan”).  The Compensation Committee and the Board ofDirectors subsequently approved clarifications and modifications to theIncentive Plan on March 8, 2005 and March 29, 2005.

 

The purpose of the IncentivePlan is to promote the following goals of AirNet for the fiscal year ending onDecember 31, 2005 (“Fiscal 2005”) by providing incentive compensation tocertain employees of AirNet and its subsidiaries:

 

**•****     **Exceeding budgeted pre-tax income;

**•****     **Reducing fixed costs;

**•****     **Creating and executing contingency plans forchanges in AirNet’s Bank business;

**•****     **Refining AirNet’s business plan for itsExpress and Jetride businesses to more quickly and profitably diversify AirNet;

**•****     **Developing AirNet’s leadership team; and

**•****     **Meeting high priority deadlines related to compliance with theSarbanes-Oxley Act of 2002 and other key projects.

 

Participants in the IncentivePlan include AirNet’s executive officers, including Joel E. Biggerstaff(Chairman of the Board, Chief Executive Officer and President), Gary W.Qualmann (Chief Financial Officer, Treasurer and Secretary), Larry M.Glasscock, Jr. (Senior Vice President, Express Services), Jeffery B. Harris(Senior Vice President, Bank Services), Robert L. Austin (Senior VicePresident, Jetride Services), Craig A. Leach (Vice President, InformationSystems) and Wynn D. Peterson (Vice President, Strategic Planning and Analysis)and certain department managers and department directors.  At the start of Fiscal 2005, there were 45participants in the Incentive Plan.

 

Payments under the IncentivePlan are based on a combination of AirNet’s pre-tax income for Fiscal 2005,operating performance of AirNet’s various business components, and theachievement of personal goals assigned to each participant. The CompensationCommittee approves personal goals for each of the executive officers andreviews the personal goals established by senior management for otherparticipants.  The personal goalsapproved by the Compensation Committee for each of the executive officersrelate to specific business objectives related to general business operations(e.g., regulatory compliance, expense reductions, etc.) and each businesscomponent (e.g., execution of specific contracts with customers and vendors,cost reductions, service improvements, etc.).

 

No incentive compensationwill be paid under the Incentive Plan unless AirNet achieves a designatedthreshold level of pre-tax income for Fiscal 2005.  Once the designated threshold level isachieved, incentive compensation payments will increase at predetermined pre-taxincome levels until the maximum compensation payout of $1.9 million is reachedat approximately 200% of Fiscal 2004 pre-tax income, determined without regardto the Fiscal 2004 impairment charges related to property and equipment andgoodwill.

 

Once the overall amount ofincentive compensation is determined based upon AirNet’s pre-tax income,incentive compensation will be allocated to Bank, Express, Jetride andcorporate based upon pre-established targets. Incentive compensation will then be allocated to the participants mostclosely involved in managing each of those business areas based upon eachparticipant’s base salary.  Finally,participants must achieve their pre-established personal goals to achieve theirmaximum incentive compensation payment.

 

The maximum percentage ofannual base salary that each of the executive officers may receive as incentivecompensation under the Incentive Plan is as follows: Joel E. Biggerstaff, 100%;Gary W. Qualmann, Larry M. Glasscock, Jr., Jeffrey B. Harris, and Robert L.Austin, 75%; and Craig A. Leach and Wynn D. Peterson, 50%.

 

Except for payments toexecutive officers, payments under the Incentive Plan will be paid in quarterlypayments commencing with the second quarter of Fiscal 2005 based upon AirNet’syear to date financial performance. Payments of incentive compensation to executive officers will be made inthe first quarter of Fiscal 2006 based upon AirNet’s performance for Fiscal2005.  In order to receive payment, a participant must be actively employed byAirNet or one of its subsidiaries at the time payment is made.  Newemployees who qualify for the Incentive Plan will be eligible to participate onthe first day of the calendar quarter following their date of hire.

 

The Compensation Committeemay amend, modify or terminate the Incentive Plan at any time.

 

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