Exhibit 10.9(a)


 


GLOBAL AVIATION HOLDINGS INC.

2010 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 2010 fiscal year sets forth the general
terms of the Company’s annual incentive cash bonus plan and includes the
performance goals established by the Committee for the named executive officers
(the “2010 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 other than Brian Bauer, and in the employment agreement
that the Company entered into in 2010 with Brian Bauer.


 


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 2010 to the
named executive officers (the “2010 STIP for Executive Officers”).


 


Program
Overview


 


The
2010 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
2010, 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 2010 STIP for
Executive Officers.


 


Timing
of Payouts


 


Cash
bonus payments pursuant to the 2010 STIP for Executive Officers will be paid in
2011.  Named executive officers must be
employed by the Company on the date that the cash bonus payments pursuant to
the 2010 STIP are paid.


 

















 


Individual
Performance Goals


 


There
are no individual performance goals established for the named executive
officers under the 2010 STIP for Executive Officers.


 


Company
Performance Goals and Individual Payout Percentages For Named Executive
Officers


 


Target
is 100% of EBITDA (earnings before interest, taxes, depreciation, and
amortization) for 2010, without any reduction for bonuses paid to all employees
of the Company under the 2010 STIP and the 2010 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 2010 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 2010, the target Pre-Bonus EBITDA is
$115.7 million.


 


	
   

  	
   

  	
  Potential 2010 Award

  As Percent of Base Salary

  	
   

  
	
  Percentage of Adjusted Pre-Bonus

  EBITDA Target Achieved

  	
   

  	
  Robert R.

  Binns

  	
   

  	
  William A.

  Garrett

  	
   

  	
  Charles P.

  McDonald

  	
   

  	
  Brian T.

  Bauer

  	
   

  	
  Mark M.

  McMillin

  	
   

  
	
  75% (threshold)

  	
   

  	
  50

  	
  %

  	
  38

  	
  %

  	
  38

  	
  %

  	
  38

  	
  %

  	
  30

  	
  %

  
	
  80%

  	
   

  	
  60

  	
  %

  	
  45

  	
  %

  	
  45

  	
  %

  	
  45

  	
  %

  	
  36

  	
  %

  
	
  85%

  	
   

  	
  70

  	
  %

  	
  53

  	
  %

  	
  53

  	
  %

  	
  53

  	
  %

  	
  42

  	
  %

  
	
  90%

  	
   

  	
  80

  	
  %

  	
  60

  	
  %

  	
  60

  	
  %

  	
  60

  	
  %

  	
  48

  	
  %

  
	
  95%

  	
   

  	
  90

  	
  %

  	
  68

  	
  %

  	
  68

  	
  %

  	
  68

  	
  %

  	
  54

  	
  %

  
	
  100% (target)

  	
   

  	
  100

  	
  %

  	
  75

  	
  %

  	
  75

  	
  %

  	
  75

  	
  %

  	
  60

  	
  %

  
	
  105%

  	
   

  	
  110

  	
  %

  	
  83

  	
  %

  	
  83

  	
  %

  	
  83

  	
  %

  	
  66

  	
  %

  
	
  110%

  	
   

  	
  120

  	
  %

  	
  90

  	
  %

  	
  90

  	
  %

  	
  90

  	
  %

  	
  72

  	
  %

  
	
  115%

  	
   

  	
  130

  	
  %

  	
  98

  	
  %

  	
  98

  	
  %

  	
  98

  	
  %

  	
  78

  	
  %

  
	
  120%

  	
   

  	
  140

  	
  %

  	
  105

  	
  %

  	
  105

  	
  %

  	
  105

  	
  %

  	
  84

  	
  %

  
	
  125%

  	
   

  	
  150

  	
  %

  	
  113

  	
  %

  	
  113

  	
  %

  	
  113

  	
  %

  	
  90

  	
  %

  
	
  130%

  	
   

  	
  160

  	
  %

  	
  120

  	
  %

  	
  120

  	
  %

  	
  120

  	
  %

  	
  96

  	
  %

  
	
  135%

  	
   

  	
  170

  	
  %

  	
  128

  	
  %

  	
  128

  	
  %

  	
  128

  	
  %

  	
  102

  	
  %

  
	
  140%

  	
   

  	
  180

  	
  %

  	
  135

  	
  %

  	
  135

  	
  %

  	
  135

  	
  %

  	
  108

  	
  %

  
	
  145%

  	
   

  	
  190

  	
  %

  	
  143

  	
  %

  	
  143

  	
  %

  	
  143

  	
  %

  	
  114

  	
  %

  
	
  150% (maximum)

  	
   

  	
  200

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  	
  150

  	
  %

  	
  120

  	
  %