Exhibit 10.9


 


GLOBAL AVIATION HOLDINGS INC.

2009 SHORT TERM INCENTIVE PLAN

FOR NAMED EXECUTIVE OFFICERS


 


Introduction


 


Global
Aviation Holdings Inc. (the “Company”) pays cash-based annual incentive bonuses
to reward eligible employees for achieving or surpassing performance targets
established by the Compensation Committee of the Board of Directors of the
Company (the “Committee”).  Historically,
the Company adopts a single annual incentive cash bonus plan, referred to as
the Short Term Incentive Plan, or STIP.


 


The
STIP adopted by the Committee for the 2009 fiscal year set forth the general
terms of the Company’s annual incentive cash bonus plan and included the goals
and target payouts for eligible employees other than the named executive
officers (the “2009 STIP”).  The target
payouts for the named executive officers were established in the amended and
restated employment agreements that the Company entered into in 2009 with each
of its named executive officers.


 


This
document memorializes the goals and target payouts for each of the named
executive officers and the general terms of the STIP as applied in 2009 to the
named executive officers (the “2009 STIP for Executive Officers”).


 


Program
Overview


 


The
2009 STIP for Executive Officers is designed to supplement base salaries and to
reward the named executive officers with cash for meeting specific financial
goals established by the Committee.  For
2009, performance targets are based on the Company achieving established EBITDA
goals, which are set forth in greater detail below.  The Company must achieve the threshold
financial performance goal before payouts will occur.  Higher financial performance of the Company
results in a higher incentive potential.


 


Eligibility


 


Only
the Company’s “named executive officers,” as determined for purposes of the
Company’s Form S-1, are eligible to participate in the 2009 STIP for
Executive Officers.


 


Timing
of Payments


 


Cash
bonus payments pursuant to the 2009 STIP for Executive Officers will be paid in
2010.  Named executive officers must be
employed by the Company on the date that the cash bonus payments pursuant to
the 2009 STIP for Executive Officers are paid.


 

















 


Individual
Performance Goals


 


There
are no individual performance goals established for the named executive officers
under the 2009 STIP.


 


Company
Performance Goals and Individual Payout Percentages For Named Executive
Officers


 


Target
is 100% of EBITDA (earnings before interest, taxes, depreciation, and
amortization) for 2009, without any reduction for bonuses paid to all employees
of the Company under the 2009 STIP and the 2009 STIP for Executive Officers
(the “Pre-Bonus EBITDA”).  Pre-Bonus
EBITDA may be adjusted by the Committee in its discretion for unusual items
beyond the reasonable control of management (the “Adjusted Pre-Bonus EBITDA”)
for purposes of determining the performance level achieved.


 


Threshold
is 75% of target.  The plan is capped at
150% of target.  Performance levels
within these ranges are delineated at 5% intervals.  If the actual performance level is between
one of these intervals then the potential awards are based on the lower
performance level.  The chart below sets
forth the performance goal intervals and the associated payout percentages of
base salary for each of the named executive officers.  Base salary is determined based on base
salary payments received during the performance period.  For 2009, the target Adjusted Pre-Bonus
EBITDA was $113.1 million.


 


	
   

  	
   

  	
  Potential 2009 Award

  As Percent of Base Salary

  	
   

  
	
  Percentage of Adjusted Pre-Bonus

  EBITDA Target Achieved

  	
   

  	
  Robert R.

  Binns

  	
   

  	
  William A.

  Garrett

  	
   

  	
  Charles P.

  McDonald

  	
   

  	
  Mark M.

  McMillin

  	
   

  	
  Jeffrey P.

  Sanborn

  	
   

  
	
  75% (threshold)

  	
   

  	
  50

  	
  %

  	
  38

  	
  %

  	
  38

  	
  %

  	
  30

  	
  %

  	
  30

  	
  %

  
	
  80%

  	
   

  	
  60

  	
  %

  	
  45

  	
  %

  	
  45

  	
  %

  	
  36

  	
  %

  	
  36

  	
  %

  
	
  85%

  	
   

  	
  70

  	
  %

  	
  53

  	
  %

  	
  53

  	
  %

  	
  42

  	
  %

  	
  42

  	
  %

  
	
  90%

  	
   

  	
  80

  	
  %

  	
  60

  	
  %

  	
  60

  	
  %

  	
  48

  	
  %

  	
  48

  	
  %

  
	
  95%

  	
   

  	
  90

  	
  %

  	
  68

  	
  %

  	
  68

  	
  %

  	
  54

  	
  %

  	
  54

  	
  %

  
	
  100% (target)

  	
   

  	
  100

  	
  %

  	
  75

  	
  %

  	
  75

  	
  %

  	
  60

  	
  %

  	
  60

  	
  %

  
	
  105%

  	
   

  	
  110

  	
  %

  	
  83

  	
  %

  	
  83

  	
  %

  	
  66

  	
  %

  	
  66

  	
  %

  
	
  110%

  	
   

  	
  120

  	
  %

  	
  90

  	
  %

  	
  90

  	
  %

  	
  72

  	
  %

  	
  72

  	
  %

  
	
  115%

  	
   

  	
  130

  	
  %

  	
  98

  	
  %

  	
  98

  	
  %

  	
  78

  	
  %

  	
  78

  	
  %

  
	
  120%

  	
   

  	
  140

  	
  %

  	
  105

  	
  %

  	
  105

  	
  %

  	
  84

  	
  %

  	
  84

  	
  %

  
	
  125%

  	
   

  	
  150

  	
  %

  	
  113

  	
  %

  	
  113

  	
  %

  	
  90

  	
  %

  	
  90

  	
  %

  
	
  130%

  	
   

  	
  160

  	
  %

  	
  120

  	
  %

  	
  120

  	
  %

  	
  96

  	
  %

  	
  96

  	
  %

  
	
  135%

  	
   

  	
  170

  	
  %

  	
  128

  	
  %

  	
  128

  	
  %

  	
  102

  	
  %

  	
  102

  	
  %

  
	
  140%

  	
   

  	
  180

  	
  %

  	
  135

  	
  %

  	
  135

  	
  %

  	
  108

  	
  %

  	
  108

  	
  %

  
	
  145%

  	
   

  	
  190

  	
  %

  	
  143

  	
  %

  	
  143

  	
  %

  	
  114

  	
  %

  	
  114

  	
  %

  
	
  150% (maximum)

  	
   

  	
  200

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  	
  120

  	
  %

  	
  120

  	
  %