wsempamndmt.htm


    EXHIBIT
10.1

    


    AMENDMENT
TO EMPLOYMENT AGREEMENT

    WILLIAM
H. SIMPSON

    


    THIS AMENDMENT TO EMPLOYMENT
AGREEMENT (this “Amendment”) is made and entered into as of December 19,
2008 and amends the Employment Agreement (the “Agreement”) dated as of January
1, 1996, by and among AIR T,
INC., formerly known as Air Transportation Holding Company, Inc.
(“AirT”), a Delaware corporation; MOUNTAIN AIR CARGO, INC., a
North Carolina corporation; MAC AVIATION SERVICES, LLC,
formerly known as Mountain Aircraft Services, LLC, a North Carolina limited
liability company (all collectively referred to herein as “Employer”); and WILLIAM H. SIMPSON, an
individual residing in Denver, North Carolina (“Employee”).

    


    Background
Statement

    


    Employee and Employer wish to amend the
Agreement to terminate all rights and obligations under Paragraph 4 thereof and
to provide for the payment by Employer to Employee of an amount in cash on July
31, 2009 as determined in the manner set forth herein.

    


    NOW, THEREFORE, for valuable
consideration, the receipt of which is hereby acknowledged, the mutual duties
and obligations set forth herein, and intending to be legally bound, the parties
hereto agree as follows:

    


    1.           Termination of Paragraph
4.  Employer and Employee agree that all rights and obligations
of Employer and Employee and any successor thereto under Paragraph 4 of the
Agreement are hereby terminated and henceforth such Paragraph 4 shall be deemed
void.

    


    2.           Payment.  On
July 31, 2009, Employer shall pay to Employee (or Employee’s estate if Employee
dies before July 31, 2009) cash equal to the amount of the Substitute Payment,
as defined below, less applicable withholding for taxes.  The
“Substitute Payment” means an amount equal to the present value of a single life
annuity for Employee with an annual benefit of $68,250 paid on a monthly basis
commencing on July 31, 2009.  For purposes of this Amendment the
present value shall be determined by Employer using the insurance industry’s
standard 1983 Group Annuity Mortality Table and an interest rate equal to the
average (for the 90 days ending June 30, 2009) yield of ten-year U.S. Treasury
Notes (as reported over such period in The Wall Street
Journal or any successor to such publication).

    


    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.

     

     

     

     

     

    


    
      
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    5.           Governing
Law.  Employer 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

    


    


    


    MOUNTAIN AIR CARGO,
INC.

    


    By:                     /s/ Walter
Clark

    Its: Chief Executive
Officer

    


    


    


    MAC AVIATION SERVICES,
LLC

    


    By:                     /s/ Walter
Clark

    Its: Executive Vice
President

    


    


    


              
  /s/  William H. Simpson

                      
William H. Simpson