EXHIBIT 10.6
Confidential Agreement
By and Between AirNet Systems, Inc.
And Xxxx X. Xxxxxxxxxxx
This agreement is entered into by and between AirNet Systems, Inc.
("AirNet"), an Ohio corporation, and Xxxx X. Xxxxxxxxxxx ("Xxxxxxxxxxx").
WHEREAS, AirNet desires to employ Xxxxxxxxxxx in the positions of
President and Chief Operating Officer of AirNet;
WHEREAS, Xxxxxxxxxxx desires to accept the positions of President and
Chief Operating Officer of AirNet, effect August 16, 1999 ("Effective Employment
Date");
WHEREAS, AirNet and Xxxxxxxxxxx desire to enter into an agreement to
establish the rights and obligations of Xxxxxxxxxxx and AirNet in such
employment relationship;
NOW, THEREFORE, in consideration of the mutual promises and other good and
valuable consideration contained herein, the parties agree as follows:
1. Xxxxxxxxxxx will satisfactorily discharge such duties as may be
reasonably assigned to him in the capacity of President and Chief
Operating Officer by AirNet's Chief Executive Officer.
2. Xxxxxxxxxxx will be paid a Base Salary of $220,000 per year, payable
bi-weekly. Xxxxxxxxxxx'x Base Salary subsequent to the first year
following the Effective Employment Date may be adjusted annually by
the Compensation Committee of the Board of Directors of AirNet
Systems, Inc. ("AirNet Compensation Committee").
3. Xxxxxxxxxxx will participate in the management incentive compensation
system, which for on-plan performance (defined as 100% of agreed upon
goals and objectives achieved) would pay Xxxxxxxxxxx 70% of his Base
Salary in the first year of employment, with a $30,000 guaranteed
bonus for 1999 employment.
4. Incentive compensation targets subsequent to the first year may be
adjusted annually by the AirNet Compensation Committee.
5. In the event of a change in control of AirNet resulting from either a
substantial change in ownership or in senior management (as defined in
a resolution by the AirNet Board of Directors), which results in
Xxxxxxxxxxx'x involuntary termination of employment by AirNet or
results in a material reduction in Xxxxxxxxxxx'x responsibilities
without cause for a period of up to two years subsequent to
Xxxxxxxxxxx'x Effective Employment Date, Xxxxxxxxxxx will receive
payment equal to one year of his then current Base Salary.
6. If Xxxxxxxxxxx is involuntarily terminated by AirNet or its
successor(s) for any reason other than fraud, bad faith, etc. for the
period up to three years subsequent to the Effective Employment Date,
AirNet will pay Xxxxxxxxxxx an amount equal to one year of his then
current Base Salary. Thereafter, if Xxxxxxxxxxx is involuntarily
terminated by AirNet or its successor(s) for any reason other than
fraud, bad faith, etc., AirNet will pay Xxxxxxxxxxx an amount equal to
eighteen months of his then current Base Salary.
7. AirNet will award 80,000 AirNet stock options under the 1996 AirNet
Incentive Stock Plan (1996 Plan), as amended, to Xxxxxxxxxxx at the
Effective Date of Employment. The options will be priced based on fair
market value (as defined in the 1996 Plan) on the Effective Date of
Employment and will vest 25% immediately and 25% annually over the
following three years. If AirNet experiences a change in control (as
defined in a resolution by the AirNet Board of Directors), unvested
options will vest at the time of the change of control.
8. Xxxxxxxxxxx will receive three weeks of paid vacation and other
benefits customarily made available to AirNet officers and team
members.
9. AirNet will pay all reasonable costs associated with relocating
Xxxxxxxxxxx'x family to Central Ohio.
10. Xxxxxxxxxxx will be entitled to personal use of the AirNet aircraft at
cost, when available.
IN WITNESS WHEREOF, the undersigned voluntarily and knowingly signed this
Agreement this 16th day of July, 1999.
WITNESSED:
/s/ Xxx Xxxxxxx /s/ Xxxx X. Xxxxxxxxxxx
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Xxx Xxxxxxx Xxxx X. Xxxxxxxxxxx
IN WITNESS WHEREOF, the undersigned is a duly authorized officer of AirNet
Systems, Inc. and voluntarily and knowingly signed this Agreement this 16th day
of July, 1999.
WITNESSED: AIRNET SYSTEMS, INC.
/s/ Xxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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Xxx Xxxxxxx Xxxxxx X. Xxxxxx
Its CEO
