Exhibit 10

 

**AIRNET SYSTEMS, INC.**

**AMENDED AND RESTATED**

**1996 INCENTIVE STOCKPLAN**

**(Reflects amendmentsthrough September 7, 2001)**

 

 

SECTION 1.  **Purposes**.  The purposes of the Amended and RestatedAirNet Systems, Inc. 1996 Incentive Stock Plan are to promote the interests ofAirNet Systems, Inc. and its share­holders by (a) attracting and retainingexceptional executive personnel and other key employees of, and advisors andconsul­tants to, and directors of the Company and its Subsidiaries;(b) motivating such employees, advisors and consultants and EligibleDirectors by means of performance-related incentives to achieve longer-rangeperformance goals; and (c) providing all long-term employees of theCompany and its Subsidiaries with the opportunity to participate in thelong-term growth and financial success of the Company.

SECTION 2.  **Definitions**.  As used in the Plan, the following termsshall have the meanings set forth below:

"Award" shall mean any Option, Restricted Stock Award orPerformance Award but shall not include any Director Option, any Right toPurchase or any Share issued pursuant to Section 10 of this Plan.

"Award Agreement" shall mean any written agreement, contractor other instrument or document evidencing any Award which may, but need not,be executed or acknowledged by a Participant.

"Board" shall mean the Board of Directors of the Company.

"Cash Account" shall mean an account established for eachParticipant to which amounts withheld through payroll deductions shall becredited to purchase Shares under the provisions of Section 10.

"Code" shall mean the Internal Revenue Code of 1986, asamended from time to time.

"Committee" shall mean a committee of the Board designated bythe Board to administer the Plan which shall satisfy the requirements containedin Section 1.162-27(c)(4) of the Final Regulations.  The Committee shall be composed of not lessthan the minimum number of persons from time to time required by Rule l6b-3,each of whom shall be (a) a person from time to time permitted by the rulespromulgated under Section 16 of the Exchange Act in order for grants ofAwards to be exempt transac­tions under said Section 16; and(b) receiving remuneration in no other capacity than as a director, exceptas permitted under Section 1.162-27(e)(3) of the Final Regulations.

"Company" shall mean AirNet Systems, Inc., together with anysuccessor thereto.

 

"Covered Employee" shall mean any individual who, on the lastday of the Company's taxable year, is

(a)           the chief executiveofficer of the Company or is acting in such capacity; or

(b)           among the fourhighest compensated officers (other than the chief executive officer).

For this purpose, whether an individual is the chief executive officeror one of the four highest compensated officers of the Company shall bedetermined pursuant to the executive compensa­tion disclosure rules under theExchange Act.

                “DirectorOption” shall mean a Non-Qualified Stock Option granted to an Eligible Directorpursuant to Section 6(e) of the Plan. [Amended effective August 18, 1999.]

“Effective Date” shall mean the date on which the Plan is approved bythe shareholders of the Company.

"Eligible Director" shall mean, on any date, a person who isserving as a member of the Board but shall not include a person who is anEmployee of the Company or a Subsidiary or a person who was a member of theBoard on May 1, 1996.

"Employee" shall mean (a) an employee of the Company or ofany Subsidiary; and (b) except with respect to an Incentive Stock Option, aRight to Purchase and the issuance of Shares under Section 10, an advisoror consultant to the Company or to any Subsidiary.

"Exchange Act" shall mean the Securities Exchange Act of1934, as amended.

"Fair Market Value" shall mean the fair market value of theproperty or other item being valued, as determined by the Committee in its solediscretion, provided that the fair market value of Shares shall be determinedby reference to the most recent closing price quotation or, if none, theaverage of the bid and asked prices, as reported as of the most recentavailable date with respect to the sale of Shares on any quotation systemapproved by the National Association of Securities Dealers then reporting salesof Shares or on any national securities exchange on which the Shares are then listed.

"Final Regulations" shall mean the final regulations promul­gatedby the Internal Revenue Service under Section 162(m) of the Code.

"Incentive Stock Option" shall mean a right to purchaseShares from the Company that is granted under Section 6 of the Plan andthat is intended to meet the requirements of Section 422 of the Code orany successor provision thereto.

"Non-Qualified Stock Option" shall mean a right to purchaseShares from the Company that is granted under Section 6 of the Plan andthat is not intended to be an Incentive Stock Option.

"Offering"shall mean an opportunity provided by the Com­mittee to purchase Sharesunder the provisions of Section 10. Offerings may be consecutive or concurrent, as determined by theCommittee.  The Committee shalldesignate the maximum number of Shares that may be purchased under eachOffering.  Shares not sold under oneOffering may be offered again in any subsequent Offering.

"Offering Effective Date" shall mean the first business dayof the month designated by the Committee as the start of the Offering Periodapplicable to an Offering.

"Offering Period" shall mean the duration of an Offering, asdesignated by the Committee.  TheOffering Period for any Offer­ing shall not exceed 12 months.

"Option" shall mean an Incentive Stock Option or aNon-Qualified Stock Option but shall not include a Director Option.

"Participant"shall mean any Employee selected bythe Committee to receive an Award under the Plan.  In addition, for purposes of Section 10, the term "Participant"shall include any Employee who has satisfied the requirements of such sectionto acquire Shares under the Plan.

"Performance Award" shall mean any right granted underSection 8 of the Plan.

"Person" shall mean any individual, corporation, partner­ship,association, joint-stock company, trust, unincorporated organization,government or political subdivision thereof or other entity.

"Plan" shall mean the AirNet Systems, Inc. Amended andRestated 1996 Incentive Stock Plan.

"Restricted Stock" shall mean any Share granted underSection 7 of the Plan.

"Right to Purchase" shall mean an option to purchase Sharesgranted to a Participant who elects to participate in an Offering under theprovisions of Section 10.  A Rightto Purchase granted for an Offering shall terminate following the close ofbusiness on the Right to Purchase Date for that Offering to the extent thatsuch Right to Purchase is not exercised on such Right to Purchase Date.

"Right to Purchase Date" shall mean the last business day ofan Offering Period to purchase Shares under the provisions of Section 10.

"Rule l6b-3" shall mean Rule l6b-3 as promulgated and inter­pretedby the SEC under the Exchange Act, or any successor rule or regulation theretoas in effect from time to time.

"SEC" shall mean the Securities and Exchange Commission orany successor thereto and shall include the staff thereof.

"Shares" shallmean the Common Shares, $0.01 par value, of the Company or such othersecurities of the Company as may be designated by the Committee fromtime to time.

"Share Account" shall mean an account established for eachParticipant who exercises a Right to Purchase under Section 10.  A Participant's Share Account will becredited with the number of Shares purchased on each Right to Purchase Date anddebited for the number of Shares withdrawn by the Participant after such date.

"Subsidiary" shall mean any corporation which, on the date ofdetermination, qualified as a subsidiary corporation of the Corporation underSection 424(f) of the Code.

"Substitute Awards" shall mean Awards granted in assumptionof, or in substitution for, outstanding awards previously granted by a companyacquired by the Company or with which the Company combines.

"Ten Percent Shareholder" shall mean any shareholder who, atthe time an Incentive Stock Option is granted to such share­holder, owns(within the meaning of Section 424(d) of the Code) more than ten percentof the voting power of all classes of stock of the Company or a Subsidiary.

"Year of Service" shall mean each 12 consecutive monthperiod, beginning on an Employee's date of hire with the Company or aSubsidiary (and anniversaries of such date), during which an Employee isemployed by the Company or a Subsidiary. For this purpose, all service with the Company or a Subsidiary prior toMay 1, 1996 shall be included. Further, periods of service with the Company or a Subsidiary which areinterrupted by a termination of employment (not including any authorized leaveof absence) of more than two months shall not be aggregated.

SECTION 3.  **Administration**.

(a)           The Plan shall beadministered by the Committee.  Subjectto the terms of the Plan and applicable law, and in addi­tion to other expresspowers and authorizations conferred on the Committee by the Plan, the Committeeshall have full power and authority to: (i) designate Participants;(ii) determine the type or types of Awards to be granted to an eligibleEmployee; (iii) determine the number of Shares to be covered by, or withrespect to which payments, rights or other matters are to be cal­culated inconnection with Awards; (iv) determine the terms and conditions of anyAward or Director Option; (v) determine whether, to what extent and underwhat circumstances Awards may be settled or exercised in cash, Shares, othersecurities, other Awards or other property or canceled, forfeited or suspended;(vi) determine whether, to what extent and under what circum­stances cash,Shares, other securities, other Awards, other prop­erty and other amounts pay­ablewith respect to an Award shall be deferred either automati­cally or at theelection of the holder thereof or of the Commit­tee; (vii) interpret andadminister the Plan and any instrument or agreement relating to, or Award orDirector Option made under, the Plan; (viii) establish, amend, suspend or waivesuch rules and regula­tions and appoint such agents as it shall deemappropriate for the proper administration of the Plan; and (ix) make anyother determination and take any other action that the Committee deemsnecessary or desirable for the administration of the Plan.

                (b)           Unless otherwise expressly providedin the Plan, all designations, determinations, interpretations and otherdecisions under or with respect to the Plan or any Award or Director Optionshall be within the sole discretion of the Committee, may be made at any timeand shall be final, conclusive and binding upon all Persons, includ­ing theCompany, any subsidiary, any Participant, any holder or beneficiary of anyAward or Director Option, any shareholder and any Employee.

SECTION 4. **SharesAvailable for the Plan**.

(a)           *Shares Available.*  Subject to adjustment as pro­vided inSection 4(b), the number of Shares available for issuance under the Planshall be 1,650,000. If any Shares covered by an Award or Director Optiongranted under the Plan, or to which such an Award or Director Option relates,or any Shares issued under Section 10, are forfeited, or if an Award orDirector Option otherwise terminates or is canceled without the delivery ofShares, then the Shares which may be issued under this Plan, to the extent ofany such settlement, forfeiture, termination or cancellation, shall again be,or shall become, Shares available for issuance, to the extent permissible underRule l6b-3.  In the event that any Option,Director Option or other Award granted hereunder is exercised through thedelivery of Shares, the number of Shares available under the Plan shall beincreased by the number of Shares surrendered, to the extent permissible underRule l6b-3.

(b)           *Adjustments.*  In the event that any dividend or other distribution (whether inthe form of cash, Shares, other securities or other property),recapitalization, stock split, reverse stock split, reorganization, merger,consolidation, split-up, spin-off, combination, repurchase, or exchange ofShares or other securities of the Company, issuance of warrants or other rightsto purchase Shares or other securities of the Company, or other similarcorporate transaction or event affects the Shares such that an adjustment isnecessary in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan, then theCommittee shall proportionately adjust any or all (as necessary) of(i) the number of Shares or other securities of the Company (or number andkind of other securities or property) which may be issued under the Plan;(ii) the number of Shares or other securities of the Company (or numberand kind of other securities or property) subject to outstanding Awards; (iii) thenumber of Shares or other securities of the Company (or number and kind ofother securities or property) and the purchase price per Share subject topurchase under Section 10 hereof; and (iv) the grant or exerciseprice with respect to any Award; provided, in each case, that with respect toAwards of Incentive stock Options, no such adjustment shall be authorized tothe extent that such authority would cause the Plan to violateSection 422(b)(1) of the Code, as from time to time amended.  If, pursuant to the preceding sentence, anadjustment is made to outstanding Options held by Participants, a correspondingadjustment shall be made to outstanding Director Options and if, pursuant tothe preceding sentence, an adjustment is made to the number of Sharesauthorized for issuance under the Plan, a corresponding adjustment shall bemade to the number of Shares subject to each Director Option thereafter grantedpursuant to paragraph (iii) or paragraph (iv) of Section 6(e).  [Last sentence of Section 4(b) amendedeffective September 7, 2001.]

(c)           *Sources of Shares*.  Any Shares issued pursuant to the terms ofthis Plan may consist, in whole or in part, of authorized and unissued Sharesor of treasury Shares.

SECTION 5.  **Eligibility for Awards and Director Options.**  Any Employee, including any officer oremployee-director of the Company or any Subsidiary, who is not a member of theCommittee, shall be eligible to be designated a Participant for purposes ofreceiving an Award under the Plan.  EachEligible Director shall be eligible to receive Director Options in accordancewith Section 6(e) hereof.  [Lastsentence of Section 5 amended effective August 18, 1999.]

 

SECTION 6. **Optionsand Director Options.**

(a)           *Grant*.  Subject to the provisions of the Plan, the Committeeshall have sole and complete authority to determine the Employees to whomOptions shall be granted, the number of Shares to be covered by each Option,the option price therefor and the conditions and limitations applicable to theexercise of the Option.  The Committeeshall have the authority to grant Incen­tive Stock Options or to grantNon-Qualified Stock Options or to grant both types of options.  In the case of Incentive Stock Options, theterms and conditions of such grants shall be subject to, and comply with, suchrules as may be prescribed by Section 422 of the Code, as from time totime amended, and any regulations implementing such statute, including, withoutlimita­tion, the requirements of Code Section 422(d) which limit theaggregate Fair Market Value of Shares for which Incentive Stock Options areexercisable for the first time to $100,000 per calendar year.  Each provision of the Plan and of eachwritten option agreement relating to an Option designated as an Incentive StockOption shall be construed so that such Option qualifies as an Incentive StockOption, and any provision that cannot be so construed shall be disregarded.

(b)           *Exercise Price*.  The Committee shall establish the exerciseprice at the time each Option is granted, which price, except in the case ofOptions that are Substitute Awards, shall not be less than 100% of the perShare Fair Market Value on the date of grant. Notwithstanding any provision contained herein, in the case of anIncentive Stock Option, the exercise price at the time such Incentive StockOption is granted to any Employee who, at the time of such grant, is a TenPercent Shareholder, shall not be less than 110% of the per Share Fair MarketValue on the date of grant.

(c)           *Exercise*.  Each Option shall be exercisable at suchtimes and subject to such terms and conditions as the Committee may, in itssole discretion, specify in the applicable Award Agreement or thereafter;provided, in the case of an Incentive Stock Option, a Participant may notexercise such Incentive Stock Option after (i) the date which is ten years(five years in the case of a Participant who is a Ten Percent Shareholder)after the date on which such Incentive Stock Option is granted; or(ii) the date which is three months (twelve months in the case of aParticipant who becomes disabled, as defined in Section 22(e)(3) of theCode, or who dies) after the date on which he ceases to be an Employee of theCompany or a Subsidiary.  The Committeemay impose such conditions with respect to the exercise of Options, includingwithout limitation, any relating to the application of federal or statesecurities laws, as it may deem necessary or advisable.  The Committee shall have the right toaccelerate the exercisability of any Option or outstanding Option in itsdiscretion.

(d)           *Payment*.  No Shares shall be delivered pursuant to anyexercise of an Option until payment in full of the option price therefor isreceived by the Company.  Such paymentmay be made in cash, or its equivalent or, if and to the extent per­mitted bythe Committee, by exchanging Shares owned by the optionee (which are not thesubject of any pledge or other security interest) or by a combination of theforegoing, provided that the combined value of all cash and cash equivalentsand the Fair Market Value of any such Shares so tendered to the Company as ofthe date of such tender is at least equal to such option price.

(e)           *Director Options*.

(i)              OnMarch 7, 1997, each individual then serving as an Eligible Director was grantedan immediately exercisable Director Option to purchase 2,000 Shares at anexercise price per Share equal to the Fair Market Value on the date of grant.

(ii)             On August 19,1998, each individual then serving as an Eligible Director was granted aDirector Option to purchase 20,000 Shares at an exercise price per share equalto the Fair Market Value on the date of grant. Each Director Option granted on August 19, 1998 shall vest and becomeexercisable as follows: (A) with respect to 20% of the Shares covered therebyon the grant date; and (B) with respect to an additional 20% of the Sharescovered thereby on each of the first, second, third and fourth anniversaries ofthe grant date.

(iii)            Anyindividual who is a newly-elected or appointed Eligible Director after August19, 1998 shall be granted a Director Option to purchase 20,000 Shares effectiveon the date of his appointment or election to the Board.  Each Director Option granted in accordancewith this paragraph (iii) of Section 6(e) shall be granted at an exercise priceper Share equal to the Fair Market Value on the date of grant.  In addition, each such Director Option shallvest and become exercisable as follows: (A) with respect to 20% of the Sharescovered thereby on the grant date; and (B) with respect to an additional 20% ofthe Shares covered thereby on each of the first, second, third and fourthanniversaries of the grant date.

(iv)            Onthe first business day of each fiscal year of the Company commencingJanuary 1, 2002, each individual who (A) is then serving as an EligibleDirector and (B) has served for at least one full one-year term as an EligibleDirector, will automatically be granted a Director Option to purchase 4,000Shares at an exercise price per share equal to the Fair Market Value on thegrant date.  Each such Director Optionshall vest and become exercisable as follows: (X) with respect to 20% ofthe Shares covered thereby on the grant date; and (Y) with respect to anadditional 20% of the Shares covered thereby on each of the first, second, thirdand fourth anniversaries of the grant date. [Paragraph (iv) added effective September 7, 2001.]

(v)             The Board shall have the sole andcomplete authority to grant Director Options to the Eligible Directors inaddition to those nondiscretionary Director Options granted in accordance withparagraphs (i) through (iv) of this Section 6(e).  The Board shall have the authority to determine the date of grantof each such Director Option, the number of Shares covered by each suchDirector Option, and the date or dates when each such Director Option becomesexercisable.  Any Director Optiongranted by the Board shall be granted at an exercise price per Share equal tothe Fair Market Value on the date of grant. [First sentence of paragraph amended and paragraph redesignated from(iv) to (v) effective September 7, 2001.]

(vi)            Each Director Option granted to anEligible Director on or after August 18, 1999 shall become immediatelyexercisable in full (A) by the Eligible Director if he retires from service asa director of the Company, (B) by the Eligible Director if he becomes disabledwithin the meaning of Section 22(e)(3) of the Code or (C) upon the death of anEligible Director, by the Eligible Director’s estate or by the person whoacquires the right to exercise the Director Options of the Eligible Directorupon his death by bequest or inheritance. [Paragraph redesignated from (v) to (vi) effective September 7,2001.]

(vii)                 Oncevested and exercisable, each Director Option shall remain exercisable until theearlier to occur of the following two dates: (A) the tenth anniversary of thedate of grant of such Director Option; or (B) three months (twelve months inthe case of an Eligible Director who becomes disabled, as defined in Section22(e)(3) of the Code, or who dies) after the date the Eligible Director ceasesto be a member of the Board, except that if the Eligible Director ceases to bea member of the Board after having been convicted of, or pled guilty or nolocontendere to, a felony, each of his Director Options shall be canceled on thedate he ceases to be a member of the Board. [Paragraph redesignated from (vi) to (vii) effective September 7,2001.]

 

(viii)    In the event the Company merges with anotherPerson and the Company is not the survivor in the merger, or in the event allor substantially all of the Company’s assets or stock is acquired by anotherPerson, each Director Option shall immediately vest and become exercisable infull.  [Paragraph redesignated from (vii)to (viii) effective September 7, 2001.]

 

(ix)       An Eligible Director may pay the exerciseprice of a Director Option in the manner described in Section 6(d).  [Paragraph redesignated from (viii) to (ix)effective September 7, 2001.]

 

SECTION 7. **RestrictedStock**.

(a)           *Grant*.  Subject to the provisions of the Plan, theCommittee shall have sole and complete authority to determine the Employees towhom Shares of Restricted Stock shall be granted, the number of Shares ofRestricted Stock to be granted to each Participant, the duration of the period duringwhich, and the conditions under which, the Restricted Stock will vest and nolonger be subject to forfeiture to the Company and the other terms andconditions of such Awards.  TheCommittee shall have the right to accelerate the vesting of any RestrictedStock or outstanding Restricted Stock in its discretion.

(b)           *Transfer Restrictions*.  Until the lapse of applicable restrictions,Shares of Restricted Stock may not be sold, assigned, transferred, pledged orotherwise encumbered except as provided in the Plan or the applicable AwardAgree­ments.  Certificates issued inrespect of Shares of Restricted Stock shall be registered in the name of theParticipant and deposited by such Participant, together with a stock powerendorsed in blank, with the Company. Upon the lapse of the restrictions applicable to such Shares ofRestricted Stock, the Company shall deliver such certificates to theParticipant or the Participant’s legal representative.

(c)           *Payment of Dividends*.  Dividends paid on any Shares of RestrictedStock may be paid directly to the Partici­pant, or may be reinvested inadditional Shares of Restricted Stock, as determined by the Committee in itssole discretion.

SECTION 8. **PerformanceAwards**.

(a)           *Grant*.  The Committee shall have sole and completeauthority to determine the Employees who shall receive a Perform­ance Awarddenominated in cash or Shares; (i) valued, as determined by the Committee,in accordance with the achievement of such performance goals during suchperformance periods as the Committee shall establish; and (ii) payable atsuch time and in such form as the Committee shall determine.

(b)           *Terms and Conditions*.  Subject to the terms of the Plan and anyapplicable Award Agreement, the Committee shall determine the performance goalsto be achieved during any per­formance period, the length of any performanceperiod, the amount of any Performance Award and the amount and kind of anypayment or transfer to be made pursuant to any Performance Award.

(c)           *Payment of Performance Awards*.  Performance Awards may be paid in a lump sumor in installments following the close of the performance period or, inaccordance with procedures established by the Committee, on a deferred basis.

SECTION 9. **CodeSection 162(m) Limitations.**

(a)           *General Limitations*.  Any Awards issued under this Plan to CoveredEmployees must satisfy the requirements of this Section 9.

(b)           *Requirements For All Awards*.  Any Award issued to a Covered Employee shallconstitute qualified performance-based compensation.  For this purpose, an Award shall constitute quali­fiedperformance-based compensation to the extent that:

(i)  it is granted by the Committee on account ofthe attainment of one or more preestablished, objective performance goalsestablished by the Committee, in accordance with the provisions ofSection 1.162-27(e)(2) of the Final Regulations;

(ii)  thematerial terms of the performance goal under which the Award is issued aredisclosed to and subsequently approved by the shareholders of the Company, inaccordance with the provisions of Section 1.162-27(e)(4) of theFinal Regulations; and

(iii)  the Committee certifies, in writing, priorto the payment of any compensation under the Award, that the performance goalsand any other material terms were in fact satisfied.

(c)           *Special Rules For Options*.  The grant of an Option to a Covered Employeeunder the Plan shall satisfy the requirements of Section 9(b)(i) above tothe extent that the following requirements are satisfied:

(i)            subject to the provisions ofSection 4(b), no Covered Employee shall receive Options for more than200,000 Shares over any one-year period. For this pur­pose, to the extent that any Option is canceled (asdescribed in Section 1.162-27(e)(2)(vi)(B) of the Final Regulations), suchcanceled Option shall continue to be counted against the maximum number ofShares for which Options may be granted to a Covered Employee under the Plan;and

(ii)           under the terms of the Option, theamount of compensation that the Covered Employee may receive is based solely onan increase in the value of the Shares after the grant of the Option, unlessthe grant of such Option is contingent upon the attainment of a perform­ancegoal that otherwise satisfies the requirements of Section 9(b)(i) above.

                                SECTION 10. **StockPurchase Plan.**

 

                (a)           *Eligibility*.  Each Employee who has at least one Year of Service on an OfferingEffective Date shall be eligible to participate in the Offering which isapplicable to such Offering Effective Date. Nothing contained herein and no rules and regulations prescribed by theCommittee shall permit or deny partici­pation in any Offering contrary to therequirements of the Code (including, without limitation,Sections 423(b)(3), 423(b)(4) and 423(b)(8) thereof).  Nothing contained herein and no rules andregulations prescribed by the Committee shall permit any Participant to begranted a Right to Purchase:

                                (i)            if, immediately after such Right toPurchase is granted, such Participant would own, and/or hold outstandingoptions or rights to purchase, shares of the Company or of any Subsidiary,possessing five percent (5%) or more of the total combined voting power orvalue of all classes of shares of the Company or such Subsidiary; or

                                (ii)           which permits a Participant's rightsto purchase Shares under all employee stock purchase plans of the Company andof its Subsidiaries to accrue at a rate which exceeds Twenty-Five ThousandDollars ($25,000.00) of Fair Market Value of Shares (determined as of the datesuch Right to Purchase is granted) for each calendar year in which such Rightto Purchase is outstanding at any time.

For purposes of clause (a)(i) above, the provisions ofSection 424(d) of the Code shall apply in determining the stock ownershipof each Participant.  For purposes ofclause (a)(ii) above, the provisions of Section 423(b)(8) of the Codeshall apply in determining whether a Participant's Rights to Purchase and otherrights are permitted to accrue at a rate in excess of the permitted rate.

                (b)           *Purchase Price*.  The purchase price for a Share under each Offering shall bedetermined by the Committee prior to the Offering Effective Date and shall bestated as a percentage of the Fair Market Value of a Share on either the Rightto Purchase Date or the Offering Effective Date, whichever is the lesser, butthe purchase price shall not be less than the lesser of eighty-five percent(85%) of the per share Fair Market Value of the Shares as of the OfferingEffective Date or eighty-five percent (85%) of the per share Fair Market Valueof the Shares as of the Right to Purchase Date for the Offering.

                (c)           *Participation in Offerings.*  Except as may be otherwise provided forherein, each Employee who is eligible for and elects to participate in anOffering shall be granted Rights to Purchase for as many Shares as he may electto purchase during that Offer­ing, to be paid by payroll deductions during suchperiod.  The Committee shall establishadministrative rules and regulations regarding the payroll deduction processfor this Section 10, including, without limitation, minimum and maximumpermissible deductions; the timing for initial elections, changes in elec­tionsand suspensions of elections during an Offering Period; and the completewithdrawal by a Participant from an Offering. Amounts withheld through payroll deductions under this paragraph shallbe credited to each Participant's Cash Account.  Such amounts will be delivered to a custodian for the Plan andheld pending the purchase of Shares as described in paragraph (e) of thisSection 10.  All amounts held in aParticipant's Cash Account shall bear interest at a rate as may be agreed uponby the Committee and the custodian of the Plan.  If a Participant withdraws entirely from an Offering (pursuant torules estab­lished by the Committee), his Cash Account balance will not be usedto purchase Shares on the Right to Purchase Date.  Instead, the portion of the Cash Account equal to theParticipant's pay­roll deductions under the Plan during the Offering Periodwill be refunded to the Participant without interest (notwithstanding anyprovision contained herein).  Such aParticipant will not be eligible to re-enroll in that Offering, but may resumeparticipa­tion on the Offering Effective Date for the next Offering.  In addition, the Committee may impose suchother restrictions on the right to withdraw from Offerings as it may deemappropriate.

                (d)           *Grant ofRights to Purchase.*  Rightsto Purchase with respect to Shares shall be granted to Participants who electto participate in an Offering.  SuchRights to Purchase may be exer­cised on the Right to Purchase Date applicableto the Offering.  The number of Sharessubject to Rights to Purchase on each Right to Purchase Date shall not exceedthe number of Shares authorized for issuance during the applicable Offering.

                (e)           *Exercise of Rights to Purchase*.  Each Right to Purchase shall be exercised onthe applicable Right to Purchase Date. Each Participant automatically and without any act on his part will bedeemed to have exercised a Right to Purchase on each Right to Purchase Date topurchase the number of whole and frac­tional Shares which the amount in hisCash Account at that time is sufficient to purchase at the applicable purchaseprice.  Any remaining amount credited toa Participant's Cash Account after such application shall remain in suchParticipant's Cash Account for use in the next Offering unless withdrawn by theParticipant.  The Company shall deliverto the custodian of the Plan as soon as practicable after each Right toPurchase Date a certificate for the total number of Shares purchased by allParticipants on such Right to Purchase Date. The custodian shall allocate the proper number of Shares to the ShareAccount of each Participant.  If theaggregate Cash Account balances of all Participants on any Right to PurchaseDate exceeds the amount required to purchase all of the Shares subject toRights to Purchase on that Right to Purchase Date, then the Shares subject toRights to Purchase shall be allocated pro rata among the Participants in the propor­tionthat the number of Shares subject to Rights to Purchase bears to the number ofShares that could have been purchased with such aggregate amount available, ifan unlimited number of Shares were available for purchase.  Any balances remaining in Partici­pants'Cash Accounts due to over subscription will remain in the Partici­pants' CashAccounts for use in the next Offering unless withdrawn by the Participant.

                (f)            *Withdrawals From Share Accounts and Dividend Reinvest­ment*.  A Participant may withdraw the Sharescredited to his Share Account on a first-in-first-out basis.  The Committee shall establish rules andregulations governing such withdrawals. All cash dividends paid, if any, with respect to the Shares credited toa Participant's Share Account shall be added to the Partici­pant's Cash Accountand thereby shall be applied to exercise Rights to Purchase for Shares on theRight to Purchase Date next succeeding the date such cash dividends are paid bythe Company.  An election to leave Shareswith the custodian shall constitute an election to apply the cash dividendswith respect to such Shares to the exercise of Rights to Purchasehereunder.  Shares so purchased shall beapplied to the Shares credited to each Participant's Share Account.

                (g)           *Terminationof Employment.*  If theemployment of a Participant terminates for any reason, including death, disabil­ity,retirement or other cause, his participation in this Section 10 of thePlan shall automatically and without any act on his part terminate as of thedate of termination of his employ­ment. As soon as practicable following the Participant's termin­ation ofemployment, the Company shall refund to such Participant (or beneficiary, inthe case of the Participant's death) any amount in his Cash Account whichconstitutes payroll deductions, without interest, and the custodian shalldeliver to such Participant a share certificate issued in his name for thenumber of whole Shares credited to his Share Account through prior Offerings.

                (h)           *Effect of Merger or Liquidation Involving theCompany.*  In the event theCompany merges with another entity and the Company is not the surviving entity,or in the event all or sub­stantially all of the Company's assets or stock isacquired by another entity, the Committee may, in connection with any suchtransaction, cancel each outstanding Right to Purchase and refund sumspreviously collected from Participants under the canceled Rights to Purchase,or, in its discretion, cause each Participant with outstanding Rights toPurchase to have his or her Rights to Purchase exercised immediately prior tosuch trans­action and thereby the balance of his or her Cash Account applied tothe purchase of Shares at the purchase price in effect for that Offering, whichwould be treated as ending with the effec­tive date of such transaction.  The balances of the Cash Accounts not soapplied shall be refunded to the Participants. In the event of a merger in which the Com­pany is the surviving entity,each Participant shall be entitled to receive, for each Share as to which suchParticipant's Rights to Purchase are exercised, the securities or property thata holder of one Share was entitled to receive in connection with themerger.  To the extent that thisparagraph is inconsistent with any other provi­sion in this Plan, thisparagraph shall control.

SECTION 11. **Amendmentand Termination.**

(a)           *Amendments to the Plan.*  The Board may amend, alter, suspend,discontinue or terminate the Plan or any portion thereof at any time; providedthat no such amendment, alteration, suspension, discontinuation or terminationshall be made without shareholder approval if such approval is necessary tocomply with any tax or regulatory requirement, including for these purposes anyapproval requirement which is a prerequisite for exemptive relief fromSection 16(b) of the Exchange Act for which or with which the Board deemsit necessary or desirable to qualify or comply.  Notwithstanding anything to the contrary herein, the Committeemay amend the Plan, subject to any shareholder approval required under Rulel6b-3, in such manner as may be necessary so as to have the Plan conform withlocal rules and regulations in any jurisdiction outside the United States.

(b)           *Amendments to Awards.*  Subject to the provisions of Section 9,the Committee may waive any conditions or rights under, amend any terms of, oralter, suspend, discontinue, cancel or terminate any Award theretofore granted,prospectively or retroactively; provided that any such waiver, amendment, altera­tion,suspension, discontinuance, cancellation or termination that would impair therights of any Participant or any holder or beneficiary of any Award theretoforegranted shall not to that extent be effective without the consent of theaffected Partici­pant, holder or beneficiary.

(c)           *Cancellation of Award.*  Any provision of this Plan (exceptSection 9) or any Award Agreement to the contrary not­withstanding, theCommittee may cause any Award granted hereunder to be canceled in considerationof the granting to the holder of an alternative Award having a Fair MarketValue equal to the Fair Market Value of such canceled Award.

SECTION 12. **GeneralProvisions.**

(a)           *Nontransferability.*

(i)  Each Award, each Director Option and eachRight to Purchase, and each right under any Award, any Director Option or anyRight to Purchase, shall be exercisable during the Participant's or theEligible Director's lifetime only by the Participant or the Eligible Directoror, if permissible under applicable law, by the Participant's or the EligibleDirector's guardian or legal representative or a transferee receiving suchAward, Director Option or Right to Purchase pursuant to a qualified domesticrelations order ("QDRO"), as determined by the Committee.

(ii)  No Award, Director Option or Right toPurchase that constitutes a "derivative security," for purposes ofSection 16 of the Exchange Act, may be assigned, alienated, pledged,attached, sold or other­wise transferred or encumbered by a Participant orEligible Director otherwise than by will or by the laws of descent anddistribution or pursuant to a QDRO, and any such purported assignment,alienation, pledge, attachment, sale, transfer or encumbrance shall be void andunenforceable against the Company or any Subsidi­ary; provided that thedesignation of a beneficiary shall not constitute an assignment, alienation,pledge, attachment, sale, transfer or encumbrance.

(b)           *No Rights to Awards.*  No Employee, Participant or other Personshall have any claim to be granted any Award, and there is no obligation foruniformity of treatment of Employees, Participants or holders or beneficiariesof Awards.  The terms and conditions ofAwards need not be the same with respect to each recipient.

(c)           *Share Certificates.*  All certificates for Shares or othersecurities of the Company or any Subsidiary delivered under the Plan shall besubject to such stop transfer orders and other restrictions as the Committeemay deem advisable under the Plan or the rules, regulations and otherrequirements of the SEC, any stock exchange or national securities associationupon which such Shares or other securities are then listed and any applicablefederal or state laws; and the Committee may cause a legend or legends to beput on any such certificates to make appropriate reference to suchrestrictions.

(d)           *Withholding.*  A Participant or Eligible Director may berequired to pay to the Company or any Subsidiary and the Company or anySubsidiary shall have the right and is hereby authorized to withhold from anyAward, Director Option or Share otherwise issued under the Plan, from anypayment due or transfer made under any Award or any Director Option orotherwise under the Plan, or from any compensation or other amount owing to aParticipant or Eligible Director, the amount of any applicable withholdingtaxes in respect of an Award, a Director Option or a Share otherwise issuedunder the Plan, its exercise or any payment or transfer under an Award, under aDirector Option or otherwise under the Plan and to take such other action asmay be necessary in the opinion of the Company to satisfy all obliga­tions forthe payment of such taxes.  With respectto Partici­pants who are not subject to Section 16 of the Exchange Act,the withholding may be in the form of cash, Shares, other securities, otherAwards or other property as the Committee may allow.  With respect to Participants and Eligible Directors who aresubject to Section 16 of the Exchange Act, the withholding shall be in cashor in any other property permitted by Rule 16b-3 as the Committee mayallow.  The Committee may provide foradditional cash pay­ments to Participants or Eligible Directors to defray oroffset any tax arising from the grant, vesting, exercise or payments of anyAward or Share otherwise issued under this Plan.

(e)           *Award Agreements.*  Each Award hereunder shall be evidenced byan Award Agreement which shall be delivered to the Participant and shallspecify the terms and conditions of the Award and any rules applicable thereto,including but not limited to the effect on such Award of the death, retirementor other termination of employment of a Participant and the effect, if any, ofa change in control of the Company.

(f)            *No Limit onOther Compensation Arrangements. *Nothingcontained in the Plan shall prevent the Company or any Subsidiary from adoptingor continuing in effect other compensa­tion arrangements, which may, but neednot, provide for the grant of options, restricted stock, shares and other typesof awards provided for hereunder (subject to shareholder approval if suchapproval is required), and such arrangements may be either generally applicableor applicable only in specific cases.

(g)           *No Right to Employment.*  Eligibility for partici­pation in this Planor the grant of an Award shall not be construed as giving a Participant theright to be retained in the employ of the Company or any Subsidiary.  Further, the Company or a Subsidiary may atany time dismiss a Participant from employ­ment, free from any liability or anyclaim under the Plan, unless otherwise expressly provided in the Plan or in anyAward Agreement.

(h)           *No Rights as Shareholder.*  Subject to the provi­sions of the Planand/or the applicable Award, no Participant or holder or beneficiary of anyAward, Director Option or Right to Purchase shall have any rights as ashareholder with respect to any Shares to be distributed under the Plan untilhe or she has become the holder of such Shares.  Notwithstanding the foregoing, in connection with each grant ofRestricted Stock hereunder, the applicable Award shall specify if and to whatextent the Participant shall not be entitled to the rights of a shareholder inrespect of such Restricted Stock.

(i)            *GoverningLaw. *The validity,construction and effect of the Plan and any rules and regulations relating tothe Plan and any Award Agreement shall be determined in accordance with thelaws of the State of Ohio.

(j)            *Severability.*  If any provision of the Plan or any Award isor becomes or is deemed to be invalid, illegal or unenforceable in any jurisdictionor as to any Person or Award, or would disqualify the Plan or any Award underany law deemed applicable by the Committee, such provision shall be construedor deemed amended to conform to the applicable laws, or if it cannot beconstrued or deemed amended without, in the determination of the Committee,materially altering the intent of the Plan or the Award, such provision shallbe stricken as to such jurisdiction, Person or Award and the remainder of thePlan and any such Award shall remain in full force and effect.

(k)           *Other Laws.*  The Committee may refuse to issue ortransfer any Shares or other consideration under the Plan if, acting in itssole discretion, it determines that the issuance or transfer of such Shares orsuch other consideration might violate any applicable law or regulation orentitle the Company to recover the same under Section 16(b) of theExchange Act, and any payment tendered to the Company by a Participant, otherholder or beneficiary in connection with the issuance of such Shares shall bepromptly refunded to the relevant Participant, holder or beneficiary.  Without limiting the generality of theforegoing, no Award granted hereunder shall be construed as an offer to sellsecurities of the Company, and no such offer shall be outstand­ing, unless anduntil the Committee in its sole discretion has determined that any such offer,if made, would be in compliance with all applicable requirements of the U.S.federal securities laws.

(l)            *No Trust or Fund Created.*  Neither the Plan nor any Award shall createor be construed to create a trust or separate fund of any kind or a fiduciaryrelationship between the Company or any Subsidiary and a Participant or anyother Person.  To the extent that anyPerson acquires a right to receive pay­ments from the Company or any Subsidiarypursuant to the Plan, such rights shall be no greater than the right of anyunsecured general creditor of the Company or any Subsidiary.

(m)          *Rule l6b-3 Compliance. *With respect to persons subjectto Section 16 of the Exchange Act, transactions under this Plan areintended to comply with all applicable terms and conditions of Rule 16b-3 andany successor provisions.  To the extentthat any provision of the Plan or action by the Committee fails to so comply,it shall be deemed null and void, to the extent permitted by law and deemedadvisable by the Committee.

(n)           *Headings.*  Headings are given to the sections andsubsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any waymaterial or relevant to the construction or interpretation of the Plan or anyprovision thereof.

(o)           *No Impact on Benefits.*  Plan Awards or Shares otherwise issued underthis Plan shall not be treated as compen­sation for purposes of calculating anEmployee's rights under any employee benefit plan.

(p)           *Indemnification.*  Each person who is or shall have been amember of the Committee or of the Board shall be indemni­fied and held harmlessby the Company against and from any loss, cost, liability or expense that maybe imposed upon or reasonably incurred by him in connection with or resultingfrom any claim, action, suit or proceeding to which he may be made a party orin which he may be involved by reason of any action taken or failure to actunder the Plan and against and from any and all amounts paid by him insettlement thereof, with the Company's approval, or paid by him in satisfactionof any judgment in any such action, suit or proceeding against him, provided heshall give the Company an opportunity, at its own expense, to handle and defendthe same before he undertakes to handle and defend it on his own behalf.  The foregoing right of indemnification shallnot be exclusive and shall be independent of any other rights ofindemnification to which such persons may be entitled under the Company'sArticles of Incorporation or Regulations, by contract, as a matter of law, orotherwise.

SECTION 13. **Termof the Plan.**

(a)           *Effective Date.*  The AirNet Systems, Inc. 1996 StockIncentive Plan was effective as of May 1, 1996.  The amendment and restatement of such Plan shall be effective asof the date of its approval by the shareholders of the Company.

(b)           *Expiration Date.*  No Award or Right to Purchase shall be granted under the Planafter May 1, 2006.  Unless other­wiseexpressly provided for in the Plan or in an applicable Award Agreement, anyAward granted hereunder may, and the authority of the Board or the Committee toamend, alter, adjust, suspend, discontinue or terminate any such Award or towaive any condi­tions or rights under any such Award shall, continue after May1, 2006.