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EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
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This
Agreement is entered into as of this 28th day of December,
2006,
between AirNet Systems, Inc. ("AirNet") and Joel Biggerstaff
("Biggerstaff").
WHEREAS, Biggerstaff has been an employee of AirNet since August
1999 and
has been employed by AirNet as its President and Chief Executive
Officer
pursuant to the terms of an employment agreement (the "Employment
Agreement")
since March 1, 2001 (and in this capacity holds other various
positions with
AirNet and its affiliates), has held various positions as a
director, officer
and/or manager with AirNet's subsidiaries and affiliates and is a
member of the
Board of Directors of AirNet (the "Board") and serves as the
Chairman of the
Board;
WHEREAS, AirNet and Biggerstaff have mutually agreed that it is in
the best
interests of both parties for Biggerstaff to resign as AirNet's
President and
Chief Executive Officer, to terminate his employment with AirNet,
to resign from
all positions as a director, officer and/or manager of each of
AirNet's
subsidiaries and affiliates effective as of the Separation Date,
and to resign
his position as a member of the Board and his position as Chairman
of the Board
effective as of the Separation Date;
WHEREAS, under such circumstances, Biggerstaff would not be
entitled to
severance payments under the Employment Agreement;
WHEREAS, AirNet wishes to provide certain severance payments to
Biggerstaff, as outlined in this Agreement, following his
resignation;
WHEREAS, Biggerstaff provided valuable service to AirNet during
his
employment as President and Chief Executive Officer, and AirNet
desires to have
access to his continued services on a consulting basis through a
transition
period to a new Chief Executive Officer;
WHEREAS, the parties wish for this Agreement to supersede the
provisions of
the Employment Agreement and to render the terms of the Employment
Agreement
null, void and of no effect;
NOW,
THEREFORE, and in consideration of the mutual covenants herein
contained and other valuable consideration, the receipt and
adequacy of which is
agreed to by the parties, AirNet and Biggerstaff hereby mutually
agree as
follows:
1.
TERMINATION OF EMPLOYMENT. Biggerstaff shall resign as President
and
Chief Executive Officer of AirNet effective as of December 28,
2006. The parties
agree that Biggerstaff shall formally separate from service as an
employee,
director, member or manager with AirNet and each of its
subsidiaries and
affiliates effective as of December 31, 2006 (the "Separation
Date") and shall
resign from the Board and as Chairman of the Board effective as
of
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the Separation Date. On the Separation Date, (a) Biggerstaff's
employment with
AirNet and all further compensation and remuneration of Biggerstaff
as an
employee and all eligibility of Biggerstaff under AirNet's benefit
plans shall
terminate, except as otherwise provided in this Agreement or by
applicable law,
and (b) Biggerstaff shall, without any further action required,
resign from the
Board and from his position as Chairman of the Board. Biggerstaff
shall continue
to provide services and to devote his skills, time and attention as
an employee
of AirNet and in furtherance of the business and interests of
AirNet between
December 28, 2006 and the Separation Date. During such period
Biggerstaff shall
report to the new Chief Executive Officer appointed by the Board,
and shall
receive all compensation and benefits to which he is entitled as an
employee of
AirNet until the Separation Date.
2.
SEVERANCE PAYMENTS. Following the termination of his employment on
the
Separation Date, Biggerstaff will receive the following payments
and benefits:
(a)
any base salary that is accrued but unpaid, the value of any
vacation
that is accrued but unused (determined by dividing the base salary
by 365 and
multiplying such amount by the number of unused vacation days) and
any business
expenses paid by Biggerstaff that are unreimbursed--all, as of the
Separation
Date;
(b)
a single lump sum payment, payable by January 15, 2007, equal to
Four
Hundred Eighty-Seven Thousand Five Hundred Dollars ($487,500);
(c)
a single lump sum payment, payable on or before March 15, 2007,
equal
to the annual bonus earned by Biggerstaff for calendar year 2006,
which bonus
shall be calculated by the Compensation Committee of the Board (i)
without
regard to Biggerstaff's personal objectives for calendar year 2006
and (ii) with
respect to the financial performance criteria, on an equitable
basis with other
senior executives of AirNet;
(d)
a single lump sum payment, payable by January 15, 2007, equal to
the
premiums (determined as of January 1, 2007) required for
Biggerstaff and his
eligible dependents, if any, to continue their coverage under
AirNet's group
health plan pursuant to the provisions of Section 4980B of the
Internal Revenue
Code of 1986, as amended (COBRA);
(e)
payment of up to $15,000 for outplacement services approved by
AirNet's
new Chief Executive Officer to be paid promptly following AirNet's
receipt of
invoices duly reflecting such services, with such services to be
provided for up
to six months following the Separation Date or until Employee
accepts new
employment, whichever occurs first; and
(e)
any rights and benefits (if any) payable to Biggerstaff under
the
employee benefit plans and programs of AirNet, determined in
accordance with the
applicable terms and provisions of such plans and programs.
3.
CONSULTING SERVICES.
(a)
Effective as of the first day after the Separation Date, AirNet
shall
retain Biggerstaff as an independent contractor consultant, and
Biggerstaff
hereby accepts such
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consulting relationship as services for hire, upon the terms and
conditions set
forth in this Agreement.
(b)
Biggerstaff agrees to provide such consulting services in
connection
with the transition to a new Chief Executive Officer as are
reasonably requested
by AirNet, through the new Chief Executive Officer or AirNet's
Board of
Directors (the "Consulting Services").
(c)
Biggerstaff shall devote sufficient consulting time necessary
to
provide the Consulting Services during the term set forth in
Section 3(e) below.
Notwithstanding the foregoing, the parties agree that Biggerstaff
shall be
required to dedicate at least 40 days prior to April 30, 2007 and
shall be
compensated for at least 40 days of Consulting Services during such
four-month
period, unless Biggerstaff is unwilling or unable to perform such
Consulting
Services in accordance with the terms hereof. It is understood and
agreed that
Biggerstaff's commitment of time may vary from week to week and
that not all
such Consulting Services may be provided at AirNet's offices, nor
during regular
business hours.
(d)
In consideration for the Consulting Services to be provided
pursuant to
this Agreement, AirNet shall pay Biggerstaff a consulting fee of
$2,000 per day
for Consulting Services, whether performed at AirNet's offices or
in another
location designated by AirNet and whether performed for a full day
or for a
portion thereof (each, a "Consulting Fee") throughout the term
specified in
Section 3(e). Any Consulting Fees shall be payable on a monthly
basis by check
or wire transfer to an account designated in writing (or via
e-mail) by
Biggerstaff within five (5) business days following the end of each
month during
the term specified in Section 3(e). AirNet will pay for or
reimburse Biggerstaff
for all reasonable expenses incurred on behalf of AirNet and
substantiated with
receipts, including reimbursement for rental car expenses or for
mileage at the
IRS standard rate for business related travel (other than to and
from AirNet's
offices). Biggerstaff acknowledges that he will be responsible for
all other
automobile expenses whether personal or business related.
Notwithstanding the
foregoing, AirNet acknowledges that, to the extent Biggerstaff
needs to use air
travel in order to fulfill his Consulting
