UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 9, 2007 (October 3, 2007)
AirNet Systems, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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001-13025
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31-1458309
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.)
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of incorporation)
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7250 Star Check Drive, Columbus, Ohio 43217
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(Address of principal executive offices) (Zip Code)
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(614) 409-4900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Gary W. Qualmann and Appointment of Ray L. Druseikis
On October 9, 2007, AirNet Systems, Inc. (the “Company”) announced that Gary W. Qualmann, the
Company’s Chief Financial Officer, Treasurer and Secretary, resigned from his positions with the
Company effective as of October 3, 2007.
Also on October 9, 2007, the Company announced that Ray L. Druseikis, who currently serves as
Vice President of Finance and Controller of the Company, would assume the positions of Chief
Financial Officer, Treasurer and Secretary on an interim basis. Mr. Druseikis, who is 55, has
served as the Company’s Vice President of Finance, Controller and Principal Accounting Officer
since June 30, 2005. Mr. Druseikis had served as an independent consultant to the Company from
June 30, 2004 until his election as an officer of the Company, providing assistance in the process
of documenting and testing the Company’s internal control over financial reporting for purposes of
satisfying the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Prior to joining the
Company, Mr. Druseikis had provided contract accounting and financial consulting services to
publicly-traded and privately-owned companies since October 2002. In addition, from September 2003
to April 2004, Mr. Druseikis served as the Chief Financial Officer of SEA, Ltd., a privately-owned
forensic engineering services company. From February 2000 to March 2002, Mr. Druseikis served as
Corporate Controller for The Dispatch Printing Company, a privately-owned enterprise with varied
business interests in media, real estate and venture capital. From January 1997 to February 2000,
Mr. Druseikis served as Controller and Chief Accounting Officer for Crown NorthCorp Inc., a
publicly-traded real estate financial services company. There are no family relationships between
Mr. Druseikis and any director or other executive officer of the Company. Other than his
employment relationship with the Company, Mr. Druseikis does not have and has not had any
relationship or interest in any transaction for which disclosure would be required under Item
404(a) of SEC Regulation S-K.
A copy of the news release issued by the Company announcing the resignation of Mr. Qualmann
and the appointment of Mr. Druseikis as interim Chief Financial Officer, Treasurer and Secretary is
included with this Current Report on Form 8-K as Exhibit 99.1.
Separation Agreement with Gary W. Qualmann
Mr. Qualmann and the Company entered into a Separation Agreement and General Release dated as
of October 3, 2007 (the “Separation Agreement”), which provided for his resignation as Chief
Financial Officer, Treasurer and Secretary of the Company and terminated the Employment Agreement
between the Company and Mr. Qualmann dated as of May 3, 2005 (the “Employment Agreement”). The
Company had previously notified Mr. Qualmann in writing on September 27, 2007 that the Employment
Agreement term would not be renewed after December 31, 2007, but that Mr. Qualmann would remain
with the Company and in his positions after such date without an agreement.
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Under the terms of the Separation Agreement, Mr. Qualmann will continue to be employed by the
Company until October 12, 2007 (the “Separation Date”). Thereafter, he will receive any accrued but
unpaid base salary and any unreimbursed business expenses. Mr. Qualmann will also receive, payable
by the earlier of October 31, 2007 and the first business day following the seventh day after
execution of the Separation Agreement by Mr. Qualmann, a lump-sum payment of $141,780, which
represents (1) six months’ salary, (2) an agreed upon amount with respect to unused vacation time,
(3) an amount equal to the premiums required for Mr. Qualmann and his eligible dependents to
continue their coverage under the Company’s group health plan for twelve months after October 31,
2007 and (4) $15,000 for use by Mr. Qualmann to obtain certain outplacement service. Mr. Qualmann
will also receive all benefits due him under the Company’s employee benefit plans, paid in
accordance with the terms of such plans.
Mr. Qualmann also agreed not to compete with the Company and not to solicit for hire or
knowingly hire, directly or indirectly, certain employees of the Company for a period of 12 months
following the Separation Date. He has also agreed that he would maintain the confidentiality of
information regarding the Company and its affiliates obtained by him through his employment.
Further, Mr. Qualmann released the Company from any claims or causes of action he may have against
the Company, and the Company agreed to indemnify him to the fullest extent permitted by the
Company’s Amended and Restated Articles of Incorporation and Code of Regulations for any expenses
from suits related to his service with the Company. Mr. Qualmann also agreed not to disparage or
otherwise comment negatively about the Company or any of its officers, directors, shareholders,
affiliates and employees, among others, except to the extent that Mr. Qualmann is required by
applicable law to testify and only then to the extent that such testimony is fair and accurate. The
Company made a similar agreement not to disparage or otherwise comment negatively about Mr.
Qualmann.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Letter Agreement with Ray L. Druseikis
On October 8, 2007, the Company entered into a letter agreement with Mr. Druseikis in
connection with his agreement to serve as interim Chief Financial Officer of the Company. The
letter agreement provides for an employment period ending on December 31, 2008, unless earlier
terminated in accordance with the terms of the letter agreement. Mr. Druseikis will retain the
title of Vice President of Finance and Controller and, in addition, will serve as interim Chief
Financial Officer at the pleasure of the Board. Although not addressed by the letter agreement, Mr.
Druseikis was also appointed to serve as Treasurer and Secretary of the Company at the pleasure of
the Board.
Under the letter agreement, Mr. Druseikis’ annual base salary was increased from $125,000 to
$175,000 during the period that he serves as interim Chief Financial Officer. Such annual base
salary will revert to $125,000 upon the appointment of a new Chief Financial Officer and Mr.
Druseikis’ removal from such office. In either case, during the term of the letter agreement, Mr.
Druseikis’ annual base salary may be adjusted upward, but not downward (except
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in connection with his ceasing to be the interim Chief Financial Officer), based upon any annual or
interim review of Mr. Druseikis’ base salary by the Compensation Committee of the Company’s Board
of Directors. Mr. Druseikis is entitled to participate in, or receive, all health and life
insurance coverages, sick leave and disability programs, tax-qualified retirement plan
contributions, stock option plans, paid holidays and vacations, perquisites and other fringe
benefits of employment as he is currently eligible for or as the Company may otherwise provide to
its actively employed senior executive officers.
If Mr. Druseikis’ employment is terminated by the Company without “cause” (as defined in his
letter agreement) or by Mr. Druseikis for “good reason” (as defined in his letter agreement), he
will be entitled to receive: (1) any accrued but unpaid salary, accrued but unused vacation and
unreimbursed business expenses; (2) a continuation of his base salary then in effect (but no less
than $175,000 if he was the interim Chief Financial Officer as of immediately prior to his
termination or $125,000 if a new Chief Financial Officer had been appointed and he had been removed
from such office prior to termination) for a period of six months and (3) an amount equal to the
premiums required for Mr. Druseikis and his eligible dependents to continue their coverage under
the Company’s group health plan for six months after termination. Based upon his base salary and
medical and health care benefits in effect on the date hereof, Mr. Druseikis would receive $87,500
of salary continuation benefits over this 6-month period and an amount with respect to group health
plan coverage of approximately $5,500. In addition, Mr. Druseikis would become fully vested in all
employee benefit programs (other than with respect to any restricted stock which may be issued
under the Company’s 2004 Stock Incentive Plan and any tax-qualified retirement or savings plan as
to which his interest would vest in accordance with the terms of the applicable plan). He would
also be entitled to receive a lump-sum payment equal to his non-vested interest under any
tax-qualified retirement or savings plan maintained by the Company to the extent forfeited upon
termination of employment.
“Cause” is defined in Mr. Druseikis’s letter agreement to include: (i) any willful breach of
the material terms of the letter agreement; (ii) any willful breach of a material duty of
employment assigned pursuant to the terms of the letter agreement other than a breach related to an
assignment that would be a basis for termination of his employment by him for “good reason”;
(iii) material refusal to perform the duties assigned to him by the Chief Executive Officer of the
Company or the Board other than a refusal related to an assignment that would be a basis for
termination of his employment by Mr. Druseikis for “good reason”; (iv) theft or embezzlement of a
material amount of the Company’s property; (v) fraud; or (vi) indictment for criminal activity
other than minor misdemeanor traffic offenses.
The following events qualify as “good reason” for Mr. Druseikis to terminate his employment:
(a) without his prior written consent, the Company assigns him to duties which are materially
inconsistent with or result in a material diminution of his position, authority, duties or
responsibilities as Vice President of Finance and Controller and interim Chief Financial Officer,
provided that the Board’s determination to appoint another Chief Financial Officer and to remove
Mr. Druseikis from such position does not constitute “good reason”; (b) without his prior written
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consent, he is assigned to an office of the Company located outside the Greater Columbus, Ohio
metropolitan area; (c) the Company fails to obtain an agreement from any successor or assign of the
Company to assume and agree to perform his letter agreement; or (d) the Company otherwise
materially breaches its obligations to make payments to Mr. Druseikis under the letter agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the letter agreement with Mr. Druseikis, a copy of which is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired
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Not applicable.
(b)
Pro forma financial information
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Not applicable.
(c)
Shell company transactions
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Not applicable.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Separation Agreement and General Release dated as of October 3,
2007 between AirNet Systems, Inc. and Gary W. Qualmann
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10.2
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Letter agreement dated as of October 8, 2007 between AirNet
Systems, Inc. and Ray L. Druseikis
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99.1
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News Release issued by AirNet Systems, Inc. on October 9, 2007
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AIRNET SYSTEMS, INC.
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Dated: October 9, 2007
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By:
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/s/ Bruce D. Parker
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Bruce D. Parker
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Chairman, Chief Executive Officer
and President
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated October 9, 2007
AirNet Systems, Inc.
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Exhibit No.
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Description
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10.1
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Separation Agreement and General Release dated as of October 3,
2007 between AirNet Systems, Inc. and Gary W. Qualmann
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10.2
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Letter agreement dated as of October 8, 2007 between AirNet
Systems, Inc. and Ray L. Druseikis
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99.1
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News Release issued by AirNet Systems, Inc. on October 9, 2007
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Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Agreement is entered into as of this 3
rd
day of October, 2007, between AirNet
Systems, Inc. (“AirNet”) and Gary W. Qualmann (“Qualmann”).
WHEREAS
, Qualmann has been an employee of AirNet since September 2003 and has been employed by
AirNet as its Chief Financial Officer pursuant to the terms of an employment agreement (the
“Employment Agreement”) since May 3, 2005 (and in this capacity holds other various positions with
AirNet and its affiliates), has held various positions as an officer, director and/or manager with
AirNet’s subsidiaries and affiliates and serves as Treasurer and Secretary of AirNet;
WHEREAS
, AirNet and Qualmann have mutually agreed that it is in the best interests of both
parties for Qualmann to resign as AirNet’s Chief Financial Officer, Treasurer and Secretary, to
terminate his employment with AirNet, and 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;
WHEREAS
, under such circumstances, Qualmann would not be entitled to severance payments under
the Employment Agreement;
WHEREAS
, AirNet wishes to provide certain severance payments to Qualmann, as outlined in this
Agreement, following his resignation;
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;
WHEREAS
, Qualmann provided valuable service to AirNet during his employment as Chief Financial
Officer, Treasurer and Secretary;
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
Qualmann hereby mutually agree as follows:
1.
Termination of Employment.
Qualmann shall resign as Chief Financial Officer,
Treasurer and Secretary of AirNet effective as of October 3, 2007. The parties agree that Qualmann
shall formally separate from service (within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”)) as an employee, director, member or manager with AirNet and
each of its subsidiaries and affiliates effective as of October 12, 2007 (the “Separation Date”).
On the Separation Date, Qualmann’s employment with AirNet and all further compensation and
remuneration of Qualmann as an employee and all eligibility of Qualmann under AirNet’s benefit
plans shall terminate, except as otherwise provided in this Agreement or by applicable law.
Qualmann 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 October 3, 2007 and the Separation Date. During such period, Qualmann
shall report to the Chief Executive Officer and any interim Chief Financial Officer appointed by
the Chief Executive Officer or the Board of Directors of AirNet, and shall receive all compensation
and benefits to which he is entitled as an employee of AirNet until the Separation Date.
2.
Severance Payments
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Following the termination of his employment on the Separation
Date, Qualmann will receive the following payments and benefits:
(a) any base salary that is accrued but unpaid and any business expenses paid by Qualmann that
are unreimbursed—all, as of the Separation Date;
(b) a single lump sum payment, payable by earlier of (a) October 31, 2007 or (b) the first
business day following the seventh day after execution of this Agreement by Qualmann, equal to one
hundred forty one thousand and seven hundred eighty dollars ($141,780.00), which represents (i) six
months’ salary, (ii) an agreed upon amount with respect to unused vacation time, (iii) an amount
equal to the premiums required for Qualmann and his eligible dependents to continue their coverage
under AirNet’s group health plan pursuant to the provisions of Section 4980B of the Code (“COBRA”),
for twelve months after October 31, 2007 and (iv) $15,000 for use by Qualmann to obtain certain
outplacement services; and
(c) any rights and benefits (if any) payable to Qualmann under the employee benefit plans and
programs of AirNet, determined in accordance with the applicable terms and provisions of such plans
and programs.
3.
Non-disparagement
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(a) Qualmann agrees not to disparage or otherwise comment negatively about any Releasee (as
defined below), except to the extent that Qualmann is required by applicable law to testify and
only then to the extent that such testimony is fair and accurate.
(b) AirNet agrees not to disparage or otherwise comment negatively about Qualmann, except to
the extent that AirNet is required by applicable law to testify and only then to the extent that
such testimony is fair and accurate.
4.
Non-Competition; Non-Solicitation
.
(a) Except with the prior written consent of AirNet, for a period of twelve (12) months
immediately following the Separation Date, Qualmann shall not, directly or indirectly for the
benefit of himself or others, either as principal, agent, manager, consultant, partner, owner,
employee, distributor, dealer, representative, joint venturer, creditor or otherwise, engage in any
work involving any of the following: (i) any activity involving the delivery of time sensitive
packages or which competes with any service or product of AirNet now in existence or in existence
as of the Separation Date; (ii) the promotion, solicitation, attempt to solicit, license or sell,
in any geographic area where AirNet or its successor in interest conducts business of any
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product or service in competition with the products or services of AirNet; (iii) the solicitation,
attempt to solicit, management, maintenance, sale or license of any product or service in
competition with the products or services of AirNet to any business which was a customer of AirNet
during the one year period immediately preceding the Separation Date; and (iv) the disclosure to
any person of the names of any of the customers of AirNet or any other information pertaining to
them unless such information can be obtained from public sources.
(b) Except with the prior written consent of AirNet, for a period of twelve (12) months
immediately following the Separation Date, Qualmann shall not, directly or indirectly for the
benefit of himself or others, solicit or knowingly accept for employment any key employee of AirNet
or any subsidiary or affiliate of AirNet. For purposes hereof, (i) a “key employee” shall mean any
officer or other management employee of AirNet or any subsidiary or affiliate of AirNet, as well as
any employee of AirNet or any subsidiary or affiliate of AirNet employed as a pilot or employed in
the areas of finance, marketing, sales or maintenance. Subject to the preceding sentence, nothing
contained herein shall preclude general solicitation of employment through advertisements or
similar means.
(c) Qualmann acknowledges that the business of AirNet is national in scope and the national
scope is the reason for the geographic scope and/or duration of the restrictions on competition and
solicitation provided in this Paragraph 4. Satisfaction of the twelve (12) month period described
in this Paragraph 4 shall be suspended during the time of any activity of Qualmann prohibited by
this Paragraph 4. In the event a court grants injunctive relief to AirNet for a failure of Qualmann
to comply with the provisions contained in this Paragraph 4, the noncompetition period shall
commence anew with the date such relief is granted.
(d) The restrictions provided in this Paragraph 4 may be enforced by an action at law, or in
equity, including but not limited to, an action for injunction and/or an action for damages. The
provisions of this Paragraph 4 constitute an essential element of this Agreement, without which the
Agreement would not have been affected by AirNet. The provisions of this Paragraph 4 shall survive
the termination of any other obligations of Qualmann under this Agreement for a period necessary to
enforce its provisions. If the scope of any restriction contained in this Paragraph 4 is too broad
to permit enforcement of such restriction to its fullest extent, then such restriction shall be
enforced to the maximum extent permitted by law and Qualmann hereby consents and agrees that such
scope may be judicially modified in any proceeding brought to enforce such restriction.
5.
Confidential Information.
Qualmann will hold in a fiduciary capacity, for the
benefit of AirNet, all secret or confidential information, knowledge, and data relating to AirNet
and its affiliates, that shall have been obtained by Qualmann during his employment with AirNet and
that is not public knowledge (other than by acts by Qualmann or his representatives in violation of
this Agreement). After the Separation Date, Qualmann will not, without the prior written consent
of AirNet, communicate or divulge any such information, knowledge, or data to anyone other than
AirNet or those designated by it, unless the communication of such information, knowledge or data
is required pursuant to a compulsory proceeding in which Qualmann’s failure to provide such
information, knowledge, or data would subject him to criminal or civil sanctions and then only with
prior notice to AirNet.
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6.
Release.
(a) In consideration of the premises, and the payments, property and actions described in the
foregoing paragraphs, Qualmann hereby releases and forever discharges AirNet, its operating
companies or entities, subsidiary companies or entities, its parent companies or entities, its
affiliated companies or entities, their shareholders, officers, directors, trustees, employees,
associates, agents, benefit plans, successors and assigns (each, a “Releasee”) from any and all
claims, demands or rights of action, whether contractual, common law or statutory, whether known or
unknown, which may in any way relate to Qualmann’s employment and association with AirNet or the
termination of that employment and association, including, but not limited to claims arising under
the Age Discrimination in Employment Act, as well as any other such claim which exists as of the
date this Agreement is executed, except for those, if any, arising under this Agreement.
(b) Unless or until this Agreement is publicly disclosed by AirNet, Qualmann also agrees to
keep confidential and not disclose to any person or any entity or encourage or facilitate the
disclosure to any person or entity the terms of this Agreement, including, but not limited to, the
monetary amount of this Agreement; provided, that the foregoing shall not restrict disclosure to
Qualmann’s spouse, counsel, accountants, financial advisors or others with a reasonable need to
know such information or as required by compulsory process. Qualmann also agrees that he will not
voluntarily make any oral or written statements or reveal any information to any person, company,
or agency which may be construed to be negative, disparaging or damaging to AirNet’s reputation or
AirNet’s business, or which would interfere in any way with AirNet’s business relations with the
general public.
(c) Qualmann acknowledges that he has been advised by this writing to consult with an attorney
and has had the opportunity to take at least 21 days in which to review and consider this Agreement
and to consult with legal counsel with respect thereto. Qualmann further acknowledges that he has
entered into this Agreement voluntarily and of his own free will. Qualmann acknowledges his right
to revoke this Agreement within seven days following the execution hereof by giving written notice
thereof to AirNet. In the event of such revocation, this Agreement shall become null and void and
no party hereto shall have any rights or obligations hereunder.
7.
No Admission.
This Agreement shall not be construed in any manner as an admission
by either party that such party has violated any law, policy or procedure or acted wrongfully with
respect to the other party or any other person, or that either party has any rights whatsoever
against the other party. Each party acknowledges that the other party specifically disclaims any
liability to such party arising from Qualmann’s employment relationship with AirNet or the
termination of that relationship.
8.
Indemnification.
(a) AirNet agrees that if Qualmann is made a party, or is threatened to be made a party, to
any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was an officer or employee of AirNet or is or was serving at the request
of AirNet as a director, officer, manager, member, employee or agent of another
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corporation, partnership, joint venture, trust, limited liability company or other enterprise,
Qualmann shall be indemnified and held harmless by AirNet to the fullest extent legally permitted
or authorized by AirNet’s Amended and Restated Articles of Incorporation or Code of Regulations
against all expenses (including attorney’s fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by Qualmann in connection therewith, and such indemnification
shall continue as to Qualmann even if he has ceased to be a director, officer, manager, member,
employee or agent of AirNet or such other entity and shall inure to the benefit of Qualmann’s
heirs, executors and administrators; provided, however, that nothing herein is intended to
indemnify Qualmann for any acts committed which fall outside the scope of his employment with
AirNet or for acts for which Qualmann would not be entitled to indemnification pursuant to the
provisions of AirNet’s Amended and Restated Articles of Incorporation or Code of Regulations.
(b) If and to the extent that AirNet maintains a directors’ and officers’ liability insurance
policy with respect to other senior executives and/or directors of AirNet, AirNet agrees to
continue and maintain such insurance policy coverage for Qualmann for a period of five years from
the Separation Date on substantially similar terms as the other senior executives and/or directors
covered thereby.
9.
Notices.
Any notice given to either party to this Agreement will be in writing,
and will be deemed to have been given when delivered personally or sent by certified mail, postage
prepaid, return receipt requested, duly addressed to the party concerned, at the address indicated
below or to such changed address as such party may subsequently give notice of:
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If to AirNet:
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AirNet Systems, Inc.
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7250 Star Check Drive
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Columbus, Ohio 43217
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If to Qualmann:
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Gary W. Qualmann
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At the last address on file
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with AirNet
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10.
Taxes.
Anything in this Agreement to the contrary notwithstanding, all payments
required to be made hereunder by AirNet to Qualmann will be subject to withholding of such amounts
relating to taxes as AirNet may reasonably determine that it should withhold pursuant to any
applicable law or regulations. In lieu of withholding such amounts, in whole or in part, however,
AirNet may, in its sole discretion, accept other provision for payment of taxes, provided that it
is satisfied that all requirements of the law affecting its responsibilities to withhold such taxes
have been satisfied.
11.
Governing Law/Captions/Severance.
This Agreement will be construed in accordance
with, and pursuant to, the laws of the State of Ohio. The captions of this Agreement will not be
part of the provisions hereof, and will have no force or effect. The invalidity or
unenforceability of any provision of this Agreement will not affect the validity or enforceability
of any other provision of this Agreement. Except as otherwise specifically provided in this
paragraph, the failure of either party to insist in any instance on the strict
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performance of any provision of this Agreement or to exercise any right hereunder will not
constitute a waiver of such provision or right in any other instance.
12.
Entire Agreement/Amendment
.
This instrument contains the entire agreement of the
parties relating to the subject matter hereof, and the parties have made no agreement,
representations, or warranties relating to the subject matter of this Agreement that are not set
forth herein. This Agreement may be amended only by mutual written agreement of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
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AIRNET SYSTEMS, INC.
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By:
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/s/ Bruce D. Parker
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Bruce D. Parker
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Chairman, President and Chief Executive Officer
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/s/ Gary W. Qualmann
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Gary W. Qualmann
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6
Exhibit 10.2
October 8, 2007
Ray L. Druseikis
AirNet Systems, Inc.
7250 Star Check Drive
Columbus, Ohio 43217
Dear Ray:
The purpose of this letter agreement is to confirm certain arrangements in connection with
your agreement to serve as interim Chief Financial Officer of AirNet Systems, Inc. (the “Company”)
commencing on October 8, 2007. These arrangements have been approved by the Compensation Committee
of the Company’s Board of Directors (the “Board”).
The term of this letter agreement shall be for a period beginning on the date hereof and
ending on December 31, 2008, unless earlier terminated in accordance with the terms hereof. You
shall continue to be employed as Vice President of Finance and Controller. In addition, you shall
serve as interim Chief Financial Officer at the pleasure of the Board and until your successor is
duly qualified and appointed or until your earlier death, resignation or termination.
During the term of this letter agreement, your initial base salary shall be $175,000, payable
in equal installments in accordance with the regular payroll practices of the Company; provided,
that upon the appointment of a new Chief Financial Officer and your removal from such office, your
base salary shall revert to $125,000 (the rate in effect immediately prior to this letter
agreement). During the term hereof, your base salary may be increased, but shall not be decreased
(except as noted in the immediately preceding sentence), based upon any annual or interim review of
your performance by the Compensation Committee of the Board. You shall be entitled in participate
in or receive all health and life insurance plans, sick leave and disability programs,
tax-qualified retirement plan contributions, stock option plans, paid holidays and vacations,
perquisites, and such other fringe benefits of employment as you are currently eligible for or as
the Company may otherwise provide from time to time to actively employed senior executives of the
Company. Although they are not obligated to do so, I believe that the members of the Compensation
Committee will take due note of your increased responsibilities as interim Chief Financial Officer
in reviewing your overall compensation and benefit package during your tenure as such.
During the term of this letter agreement, in the event that your employment is terminated by
the Company without “Cause” or you terminate your employment for “Good Reason,” you shall be
entitled to the following:
Ray L. Druseikis
October 8, 2007
Page 2
(1) any portion of your base salary that is accrued but unpaid, any vacation
that is accrued but unused (during the then current fiscal year only), and any
business expenses that are unreimbursed —all, determined as of the date of
termination and payable within 30 days of such date;
(2) any benefits resulting from any fringe benefits in accordance with the
provisions of the plan or program that provides each applicable fringe benefit;
(3) a continuation of payment of your base salary as in effect on the date of
termination for a period of six months from the date of termination; provided,
however, that such base salary during the six month salary continuation period shall
not be less than $175,000 (if you held the office of interim Chief Financial Officer
as of immediately prior to your termination) or $125,000 (if a new Chief Financial
Officer had been appointed and you had been removed from such office prior to your
termination);
(4) you shall become fully vested in all employee benefit programs (other than
with respect to any restricted stock issued under the AirNet Systems, Inc. 2004
Stock Incentive Plan (the “2004 Stock Plan”) and any tax qualified retirement or
savings plan, your interest in which shall vest in accordance with the terms of such
plans), including, without limitation, all stock options and awards under the AirNet
Systems, Inc. Amended and Restated 1996 Incentive Stock Plan (the “1996 Stock Plan”)
and the 2004 Stock Plan, in which you are a participant at the time of termination;
(5) an amount equal to the premiums required for you and your eligible
dependents to continue your coverage under the Company’s group health plan pursuant
to the provisions of Section 4980B of the Internal Revenue Code of 1986, as amended
(“COBRA”), for six months after the date of termination; and
(6) a single lump sum payment, payable within 30 days of the date of
termination, equal to your non-vested interest under any tax qualified retirement or
savings plan maintained by the Company which is forfeited by you under such plan’s
terms upon your termination of employment;
For purposes of this letter agreement, (a) the term “Cause” shall be defined to include (i) any
willful breach of the material terms of this letter agreement; (ii) any willful breach of any
material duty of employment assigned to you pursuant to this letter agreement other than a breach
relating to an assignment that would constitute the basis for your resignation for “Good Reason”;
(iii) material refusal to perform the duties of employment assigned to you by the Chief Executive
Officer of the Company or the Board other than a refusal relating to an assignment
2
Ray L. Druseikis
October 8, 2007
Page 3
that would constitute the basis for your resignation for “Good Reason”; (iv) theft or embezzlement of a
material amount of the Company’s property; (v) fraud or (vi) indictment for criminal activity not
including minor misdemeanor traffic offenses and (b) the term “Good Reason” shall be defined as (w)
without your prior written consent, the Company assigns you to duties that are materially
inconsistent with your position, authority, duties or responsibilities as Vice President of Finance
and Controller and interim Chief Financial Officer, or takes any other action that results in a
material diminution in such positions, authority, duties or responsibilities, provided that the
Board’s determination to appoint another Chief Financial Officer and to remove you from such
position shall not constitute “Good Reason”; (x) without your prior written consent, you are
assigned to a Company office located outside of the Greater Columbus, Ohio Metropolitan area; (y)
the Company’s failure to obtain an agreement from any successor or assign of the Company to assume
and to agree to perform this Agreement; or (z) a material breach by the Company of its obligations
to make payments to you under this letter agreement.
This letter agreement shall be governed by and construed in accordance with the laws of the
State of Ohio, without regard to the conflicts of laws principles thereof.
If you accept and agree to the terms of this letter agreement, please sign your name below as
indicated. If you have any questions, please feel free to discuss them with me.
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Very truly yours,
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/s/ Bruce D. Parker
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Bruce D. Parker
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Chairman, Chief Executive Officer and
President
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ACCEPTED & AGREED:
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/s/ Ray L. Druseikis
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Ray L. Druseikis
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Dated:
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10/8/07
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