jpempamndmt.htm


    
 

    
      EXHIBIT
10.2



      AMENDMENT
TO

      EMPLOYMENT
AND NONCOMPETE AGREEMENT

      


      


      THIS AMENDMENT is dated as of
December 19, 2008 (this “Amendment”) and amends the Employment and Noncompete
Agreement (the “Agreement”) dated as of October 6, 2006 by and between JOHN PARRY (“Employee”) and
AIR T, INC., a
Delaware corporation (the “Company”).

       

      Background
Statement

      


      Employee and the Company wish to amend
the Agreement to provide for annual renewal of the agreement and to provide for
reimbursement of costs of continuation of health benefits following termination
of employment under specified circumstances.

      


      Statement
of Agreement

      


      In consideration of good and valuable
consideration and the mutual promises set forth herein, Employee and the Company
hereby amend the Agreement as follows:

      


      1.           Annual Renewal of
Term.  Paragraph 3 of the Agreement is hereby amended and
restated to read as follows:

      


      3.           Term
of Employment.  Subject to paragraph 5, the term of Employee’s
employment by the Company hereunder (the “Term of Employment”) shall commence as
of October 6, 2006 and shall continue for a period of three (3) years after such
commencement date, which term shall be automatically extended for successive
one-year periods thereafter unless either party gives written notice to the
other of non-renewal of such term at least one hundred eighty (180) days prior
to the scheduled date of expiration.

       

      In consideration of good and valuable
consideration and the mutual promises set forth herein, Employee and Company
hereby amend the Agreement as follows:

      


      2.           Continuation of Certain
Benefits.  Paragraph 6 of the Agreement is hereby amended and
restated to read as follows:

      


      6.           Severance
Payment.  In the event of the termination of Employee’s
employment without Cause, the Company shall, conditional upon Employee’s
execution of a release of claims against the Company, (i) continue to pay the
base salary of Employee for a period of twelve (12) months from the date of
termination, such amounts shall be subject to and reduced by any applicable
federal and state withholding taxes, and (ii) continue to provide, for a period
of twelve (12) months from the date of termination, the group health insurance
benefits provided to Employee under paragraph 4(c) hereof, or in lieu thereof,
and at the Company’s discretion, promptly reimburse Employee for COBRA payments
made by Employee for continuation of such insurance coverage for such
period.  The release shall be in a form satisfactory to the Company,
and shall be a general release of all claims.  The salary continuation
payments shall be payable at a time and in accord with the regular payroll
practices of the Company, but shall not commence until the execution of such
release by Employee and the satisfaction of all waiting and revocation periods
required by law.

       

       

      
        
          1

        

        
           

          
            

          

        

        
           

        

      

       

      3.           Remainder
Unaffected.  Except as expressly amended by this Amendment, the
remainder of the Agreement shall not be affected by this Amendment, and the
Agreement shall continue in full force and effect as amended
hereby.

      


      4.           Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.

      


      5.           Governing
Law.  The Company and Employee agree that this Amendment shall
be governed by and construed in all respects in accordance with the internal
laws of the State of North Carolina, without regard to the conflicts of laws
principles thereof.

      


      


      IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first above
written.

      


      


      
        	
                 
      

              	
                AIR
      T, INC.

              


      

      


      By:                     /s/ Walter
Clark                                                                

      Its: Chief Executive
Officer

      


       


                                
   /s/ John
Parry                                                                       

                                        
John Parry