0000894081-12-000049 Sample Contracts

c/o Air Transport Services Group, Inc.
Air Transport Services Group, Inc. • August 2nd, 2012 • Air courier services

Air Transport Services Group, Inc., a Delaware corporation ("ATSG"), and the Board of Directors of ATSG (the "Board") are not necessarily opposed to any merger proposal or acquisition attempt by third parties. We recognize, and insist that our executives recognize, that in such matters our responsibility is to serve the best interests of our shareholders in maximizing the worth and potential of their investment. However, ATSG, as a publicly held corporation, must be aware that insofar as it or any of its subsidiaries may be the subject of acquisition attempts, such attempts do raise the possibility of a change in control of ATSG or your employer. It further recognizes that such a possibility can breed uncertainties as to the continued tenure and fair treatment of key executives regardless of their value to ATSG and/or its subsidiaries and their individual merit. ATSG is concerned that the possibility of acquisition attempts and a change in control can have an adverse effect on its rete

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