[Ranger Aerospace Corporation letterhead]
August 31, 2000
Xxxxxxx X. Xxxxxx
000 Xxxxxxxxxxx Xxxxx
Xxxxx, XX 00000
Re: Liquidity Agreement/Right to Put Certain Shares of Executive Stock
Dear Xxxxx:
Reference is hereby made to that certain Third Executive Stock Agreement,
dated as of August 31, 2000 (the "Stock Agreement"), among Ranger Aerospace
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Corporation (the "Company") and you. Each capitalized term used herein without
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definition shall have the meaning given such term in the Stock Agreement.
In order to allow you to pay any Additional Tax Liability in a timely
manner, to the extent you incur an Additional Tax Liability while employed by
the Company, you will have the right to require the Company to purchase the
number of shares of Executive Stock (or fraction thereof) with an aggregate Fair
Market Value equal to the Additional Tax Liability. For purposes of this
agreement, "Additional Tax Liability" shall mean in any tax year in which a
final tax adjustment is made by the Internal Revenue Service with respect to
your purchase of Executive Stock under the Stock Agreement, all additional
taxes, interest and penalties applicable to any such final tax adjustment. The
undersigned's obligation to purchase such shares of Executive Stock hereunder is
conditioned upon your providing the undersigned with documentation that is
reasonably satisfactory to the Company evidencing the final determination of
such Additional Tax Liability.
It is the intent of this agreement to provide you with liquidity for a portion
of your Executive Stock so as allow you to pay on a timely basis any Additional
Tax Liability. This agreement shall at all times be interpreted consistently
with such intent.
Very truly yours,
RANGER AEROSPACE CORPORATION
By: __________________________________
Xxxxxx Xxxxxxxx, Chairman of the Board
Xxxxxx and acknowledged as of
date first written above:
_______________________
Xxxxxxx X. Xxxxxx
