Exhibit 10.11




 




 




January 31, 2003




 




 




Mr. Guy King




6585 Red Bank Road




Galena, OH  43021




 




Dear Guy:




 




As you are aware AirNet Systems, Inc.

(“AirNet” or the “Company”) has made the decision to eliminate your position

due to reorganization as Product Vice President effective January 31,

2003.  This letter will outline the

terms and conditions of the AirNet separation agreement which you are being

offered.   Please read this letter carefully,

as it outlines all of the agreements we have made.




 




Your final paycheck will be

issued on Friday, February 7, 2003.  All

keys, cards, documents and other company property or proprietary information

must be returned to Joe Biggerstaff. 

You are permitted to keep your laptop computer after examination and

re-programming by our IS Department.




 




If you execute this letter of

agreement and do not exercise your right of revocation, you will receive a lump

sum check for eleven (11) months of severance pay, plus a separate check for

one (1) month of salary extension, beginning no sooner than eight days after

the execution of this letter agreement. 

All severance will be paid in accordance with your regular base rate for

regularly scheduled weekly hours and appropriate deductions i.e. health insurance,

long term disability and 401k deductions will be applied.  Said lump sum payment shall be paid to Guy

King on the first business day following the end of the seven day revocation

period specified on page 3 of this document.




 




On 12/31/03 at 11:29p, you will

be 100% vested in all AirNet stock options, which you currently hold.  The life of your options will then expire on

12/31/05.




 




If you execute this letter

agreement and do not exercise your right of revocation, your group health,

dental and vision insurance and long term disability will continue through

11:59 p.m., January 31, 2004. You will be offered the opportunity to elect

COBRA continuation coverage for the plans that are subject to this provision

and in which you are eligible to participate effective February 1, 2004.  Documentation to continue coverage will be

provided through CobraServ via U.S. Mail. 

This paragraph assures that Mr. King and his family will be eligible for

continued health coverage under COBRA at the election and cost of Mr. King.




 





























 




This severance payment

represents all of the payments that will be made or which are owed to you for

any reason.  It is acknowledged that

this payment exceeds the normal policies and practices of AirNet in such

circumstances and you have received consideration for signing this agreement.  It is further acknowledged that such sums

represent any and all termination pay, back pay, wages, sick time, incentive

compensation payments,  damages

(liquidated or unliquidated), benefits, attorneys’  fees, costs, interest or

other monies to which you may now be entitled from AirNet, and are agreed by

the parties to be sufficient consideration for the signing of this Agreement.




 




In consideration of this

agreement, you hereby release AirNet and all of its affiliated or related

entities as well as past and present officers, directors, employees,

representatives, and agents of AirNet and any of its affiliated or related

entities from: any and all claims, demands, debts, losses, obligations,

liabilities, costs, expenses, attorneys’ fees, rights of action, and causes of

action of any kind or character whatsoever, whether known or unknown, suspected

or unsuspected, arising prior to the date of this agreement, all of which are

also referred to below as the “Released Claims.”  You understand and agree that the Released Claims include without

limitation any rights or claims you may have that arise out of or are related

to your employment with AirNet or the termination of that employment and any

rights or claims under the Age Discrimination and Employment Act, 29 U.S.C.

Section 621 et seq., as amended by the Older Workers’ Benefit Protection Act,

which prohibits age discrimination of employment;  Title VII of the Civil Rights Act of 1964, which prohibits

discrimination based on race, color, national origin, religion or sex;  and all other federal, state, and local laws

and regulations prohibiting employment discrimination or wrongful discharge

from employment.  This release does not

extend to rights or claims that may arise from events occurring after execution

of this Agreement.




 




The parties acknowledge that

they may hereafter discover facts different from, or in addition to, those

which you know or believe to be true with respect to the Release Claims, and

agree that this agreement and the releases contained herein shall be and remain

effective in all respects notwithstanding such different or additional facts or

the discovery of those facts.




 




You further agree that you

shall not communicate, orally or in writing, generally, specifically, or by

implications, to any person except for governmental or law enforcement

agencies, any facts or opinions that might reflect adversely upon AirNet or any

of its affiliated or related entities, or to disparage, degrade, or harm the

reputation of AirNet or any of its affiliated or related agencies in the

conduct of your personal or professional endeavors.  Further, AirNet or it is successor agrees that, if any inquiry is

made to its Human Resources Director regarding Mr. King’s employment by AirNet

or its predecessors, to any prospective employer or other entity, only as it

relates to corporate policy. 

Verification of employment will not be released without signed release

by Mr. King.




 




2





























 




This agreement represents a

compromise of claims and shall not be construed as an admission by any party of

any liability or any contention or allegation made by any other party, or a

suggestion that any claims, or liabilities exist or would have any basis.




 




We both recognize that

AirNet has disclosed confidential information to you during your

employment.  This confidential

information includes, but is not limited to, information relating to AirNet’s

services, whether fully or partially developed, AirNet’s business plans,

financial information, legal information, purchasing data, supplier data,

accounting data, trade secrets, patents, or other financial information and the

whole or any portion of AirNet’s marketing, sales or attendance

information.  You understand and agree

that you (i) will keep such information confidential at all times after the

termination of your employment, (ii) will not disclose or communicate any such

information to any third party, (iii) will not make use of any information on

your own behalf, or on behalf of any third party, and (iv) will comply with any

confidentiality agreements that you have entered into during your employment

with AirNet.  Nothing in this agreement

will prevent Guy King from using his knowledge gained within 27 years of the

shipping business.




 




By executing this agreement,

you further agree that for a period of one (1) year immediately following the

date that this letter agreement is executed, you will not, within any

geographic area in which you were assigned duties during your employment with

AirNet, directly or indirectly, become interested in (as an individual,

partner, stockholder, director, officer, principal, agent, employee, trustee,

lender of money or in any other relation or capacity whatsoever) any business

which renders services that compete with the package delivery service provided

by AirNet.  Similarly, you also agree

not to, directly or indirectly, solicit or encourage any employee of AirNet to

leave or terminate his/her employment with AirNet for a period of one (1) year

immediately following the execution of this letter agreement for the purpose of

employment of a competing business.




 




Finally, this Agreement

provides and you acknowledge that you have been fully advised that you

may:  (i) CONSULT WITH AN ATTORNEY BEFORE

SIGNING THIS AGREEMENT; (ii) HAVE FORTY-FIVE (45) DAYS WITHIN WHICH TO

CONSIDER SIGNING THIS AGREEMENT; AND (iii) YOU MAY REVOKE THIS AGREEMENT

AT ANY TIME BEFORE EXPIRATION OF SEVEN (7) DAYS AFTER YOU SIGN IT, THAT THE

AGREEMENT IS NOT EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAYS, AND

THAT YOU WILL NOT BEGIN TO RECEIVE THE SEVERANCE PAYMENTS UNTIL AFTER THE SEVEN

(7) DAYS HAVE EXPIRED.




 




Attached to this letter as Attachment A is a listing of the ages and

job titles of persons who were and were not selected for termination as a

result of the AirNet Systems, Inc.’s January 2003 reorganization and the offer

of consideration for signing a release agreement.  By signing this letter, you acknowledge that the




 




3





























 




language of this release is clear and understandable and receipt of

this Attachment A.




 




This agreement shall be

governed by Ohio law.  It represents the

entire agreement between the parties and supersedes all prior negotiations,

representations, or agreements between the parties, either written or oral, on

its subject matter.  This agreement may

be amended only by a document designated as an amendment to agreement and

executed by the parties to it.




 




Please review this offer

carefully, with the assistance of counsel if you choose.  Please contact me with any questions you may

have.




 




Sincerely,




 




	

  /s/ Beth

  Filipkowski


  	

   


  
	

   


  
	

  Beth

  Filipkowski


  
	

  Director of

  Human Resources


  





 




 




ACCEPTANCE




 




I have read and understood the

content of this letter, and I accept the offer by AirNet Systems, Inc. and

agree to the terms of agreement as contained in this letter.




 




 




	

  /s/ Guy King


  	

   


  	

  Dated:  January 31, 2003


  
	

  Guy King


  	

   


  
	

   


  	

   


  
	

  Witnessed:


  	

   


  
	

   


  	

   


  
	

  /s/ Joe

  Biggerstaff


  	

   


  	

  Dated:  January 31, 2003


  
	

  Joe

  Biggerstaff, President & CEO


  	

   


  





 




4





























 




Attachment A




 




Not Selected




 




	

  Chief Financial Officer


  	

   


  	

  47


  	

   


  
	

  Vice President Airline Operations


  	

   


  	

  43


  	

   


  
	

  Senior Vice President Sales


  	

   


  	

  43


  	

   


  
	

  Vice President of Corporate Development


  	

   


  	

  39


  	

   


  
	

  Vice President of Information Systems


  	

   


  	

  46


  	

   


  
	

  Vice President of Sales


  	

   


  	

  55


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Selected


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Product Vice President


  	

   


  	

  50


  	

   


  





 




5