Form 8-K - Current report

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): February 19, 2024

_____________________

Air Transport Services Group, Inc.

(Exact name of registrant as specified in its charter)

_____________________

000-50368

26-1631624

(State or other jurisdiction
of incorporation)

Commission
File Number:

(IRS Employer
Identification No.)

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices, including zip code)

(937) 382-5591

(Registrant's telephone number, including area code)

_____________________

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ATSG

NASDAQ Stock Market LLC

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 19, 2024, the Board of Directors (the "Board") of Air Transport Services Group, Inc. (“ATSG”), upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), amended the Company's Executive Incentive Compensation Plan ("EIC Plan") for the purpose of specifically listing free cash flow as a performance measure.

The Company's executives, including the named executive officers, have the potential to earn incentive compensation under the EIC Plan. The purpose of the EIC Plan is to incentivize executive management to achieve short-term corporate goals. Under the EIC Plan, participants are eligible to receive a cash bonus utilizing a formula that establishes a bonus amount, expressed as a percentage of base salary, based upon the extent of achievement of performance measures that are prescribed under the EIC Plan. The performance measures selected, and the relevant weight given to each such performance measure, may vary by participant, provided that, unless otherwise determined by the Compensation Committee, bonuses will be based on at least two performance measures. The EIC Plan provides that one of the performance measures will be net income from continuing operations, while the other performance measures will consist of one or more of the following: revenue growth, return on capital, adjusted EBITDA, free cash flow, earnings per share, shipment growth, increase in stock price, return on assets, service, or the achievement of strategic objectives.

Also, on February 19, 2024, the Compensation Committee approved the performance measures under the EIC Plan for fiscal year 2024. The Compensation Committee determined that the cash-incentive bonus opportunity for each participant under the EIC Plan for fiscal year 2024: (i) shall be based upon the position held and range from 4.8% to 160% of the participant's base salary earned during the year; and (ii) the threshold, target and maximum bonus potentials for the participants shall consist of the following:


Position	Threshold	Target	Maximum
Chief Executive Officer	11.5%	115%	160%
President Chief Financial Officer Chief Operating Officer Chief Legal Officer Chief Commercial Officer Subsidiary President	6% 6% 6% 6% 6% 6%	60% 60% 60% 60% 60% 60%	100% 100% 100% 100% 100% 100%
Vice President Subsidiary Vice President	4.8% 4.8%	48% 48%	80% 80%

The Compensation Committee determines the performance measures, and the extent of the achievement thereof, for the Chief Executive Officer and the other executives, although the latter are determined in consultation with the Chief Executive Officer.

Joseph C. Hete, the Chairman of the Board and Chief Executive Officer; Michael L. Berger, the President; Quint O. Turner, the Chief Financial Officer; Edward J. Koharik, III, the Chief Operating Officer; W. Joseph Payne, the Chief Legal Officer and Secretary; and Paul Chase, the Chief Commercial Officer (collectively, the “named executive officers”), shall participate in the EIC Plan at the levels reflected in the table above for fiscal year 2024. With respect to the named executive officers: (i) 40% of their bonus opportunity will be based upon the level of achievement of net income from continuing operations targets established by the Committee; (ii) 40% of their bonus opportunity will be based upon the level of achievement of free cash flow targets established by the Committee; and (iii) 20% of their bonus opportunity will be based upon the level of achievement of strategic objectives approved by the Committee.

The foregoing description of the EIC Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the EIC Plan, a copy of which is enclosed herewith as Exhibit 10.1 and is incorporated herein by reference.

Also, on February 19, 2024, the Compensation Committee approved a revised form of award agreement (the “New Award Agreement”) for restricted stock grants under the Company’s Amended and Restated 2015 Incentive Stock Plan (the “LTI Plan”). The New Award Agreement changes the vesting provisions applicable to an individual who is eligible for Retirement, as that term is defined under the LTI Plan. Under the current form of award agreement, restricted stock held by an employee whose employment terminates as a result of death or Disability (as defined in the Plan) or after meeting the definition of Retirement under the LTI Plan (other than as a result of termination for Cause) will vest in full upon such termination of employment. Under the New Award Agreement, restricted stock held by an individual who is eligible for Retirement will vest in full upon termination of employment as a result of death or Disability or upon the later of (a) the first anniversary of the grant date of the restricted stock or (b) the date on which such holder becomes eligible for Retirement, without the requirement of termination of employment.

As of the date of this Report, no restricted stock awards have been granted pursuant to the New Award Agreement. As determined by the Compensation Committee, future grants of restricted stock under the LTI Plan, including grants to the named executive officers, may be awarded under both the existing form of restricted stock award agreement and the New Award Agreement during a phase in period. A copy of the existing form of restricted stock award agreement is filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The foregoing description of the New Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Award Agreement, a copy of which is enclosed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
10.1*			Air Transport Services Group, Inc. Executive Incentive Compensation Plan
10.2*			Form of Time -Based Restricted Stock Award Agreement under the Air Transport Services Group, Inc. Amended and Restated 2015 Long-Term Incentive Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Furnished herewith.

SIGNATURES

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 thereunto duly authorized.


AIR TRANSPORT SERVICES GROUP, INC.

By:			/S/ W. JOSEPH PAYNE
			W. Joseph Payne
			Chief Legal Officer & Secretary

Date:			February 23, 2024

Air Transport Services Group, Inc.

Executive Incentive Compensation Plan

Air Transport Services Group, Inc.

Executive Incentive Compensation Plan

1)Purpose

The purpose of this Plan is to achieve corporate goals by providing incentive compensation to eligible key executives who, through industry, ability, and exceptional service, contribute materially to the success of ATSG.

2)Definitions

When used in this Plan, the following words and phrases shall have the following meanings:

a)ATSG - Air Transport Services Group, Inc.

b)Attainment – The actual performance results for a Performance Measure.

c)Beneficiary – The beneficiary or beneficiaries designated to receive the amount, if any, payable under the Plan upon the death of the Participant.

d)Board – The Board of Directors of ATSG.

e)Compensation Committee – The Compensation Committee of the Board.

f)Maximum – The point that represents the maximum payout level for a particular Performance Measure.

g)Minimum – The point that represents the minimum payout level for a particular Performance Measure.

h)Participant – Any employee eligible to receive awards under section 4.

i)Performance Measure – A specific objective measure to assess success in achieving established goals. Permitted Performance Measures are listed in section 5.

j)Plan – The Executive Incentive Compensation Plan (EICP).

k)Plan Year – Each calendar year for which Performance Measures and Targets are established for the Company.

l)Retirement – When an employee leaves active service and qualifies under a regular or early retirement program of the Company or one of its subsidiaries in which the employee is a participant.

m)Target – The point at which performance equals 100% of the stated objective.

n)Threshold – The point below Target at which incentive payout for each Performance Measure begins.

3)Administration

a)The Compensation Committee will have the power to interpret the Plan and to make all determinations necessary or desirable for its administration.

b)The decision of the Compensation Committee on any question concerning the interpretation or administration of the Plan will be final and conclusive. Nothing in the Plan will be deemed to give any officer or employee, or legal representatives or assigns, any right to participate in the Plan except to such extent as the Compensation Committee may determine pursuant to the provisions of the Plan.

c)The Compensation Committee shall determine the extent of achievement of the Performance Measures for the Chief Executive Officer of ATSG. The Chief Executive Officer of ATSG, in consultation with the Compensation Committee, shall determine the extent of achievement of the Performance Measures for each of the other Participants.

4)Eligibility

a) Positions eligible for the Plan are: Chief Executive Officer; Chief Financial Officer; Chief Operating Officer; Chief Legal Officer; Chief Strategy Officer; Chief Commercial Officer; Vice President; Subsidiary President; and Subsidiary Vice Presidents that have been elected as officers by the Board of Directors of the pertinent subsidiary.

b) Except as provided below, Participants for a Plan Year must be employed for the entire Plan Year.

c) With approval of the Compensation Committee, prior to June 30th of each Plan Year, additional employees may be included in the Plan, with any award pro-rated as shall be determined by the Compensation Committee.

d) Participants who retire in good standing during the year will be eligible for a pro-rated award for the year in which they retire, provided that they are on the active payroll on June 30th or later of the Plan Year.

e) Participants who take a leave of absence will have their awards calculated based on actual salary earnings in calculating awards. Participants who are on a leave of absence for more than 90 days and who continue to receive full or partial salary continuance will have their awards adjusted. Any salary paid while on a leave of absence period over 90 days will not be included in the base salary used to calculate awards.

5)Performance Measures

Unless otherwise determined by the Compensation Committee, bonuses will be based on at least two Performance Measures. One of the Performance Measures will be net income from continuing operations. The other Performance Measures will consist of one or more of the following: revenue growth, return on capital, adjusted EBITDA, free cash flow, earnings per share, shipment growth, increase in stock price, return on assets, service or personal goals. Further, with respect to those Participants that are employed by a Company subsidiary that has a substantive agreement with DHL, Amazon or another customer, one of their Performance Measures may be based on the level of performance under the service incentive associated with that agreement. The Compensation Committee will select the Performance Measures and Targets, and the relevant weight to be given among those selected, for the Chief Executive Officer of ATSG. The Chief Executive Officer of ATSG, in consultation with the Compensation Committee, will select the Performance Measures and Targets, and the relevant weight to be given among those selected, for each of the other Participants. The selection of the Performance Measures and Targets will be made as soon as reasonably practicable after the beginning of each Plan year, and such Performance Measures and Targets may not be changed thereafter.

6)Qualifiers on Performance Measures

a)The bonus percentage is applied to the Participant’s base salary paid in the Plan Year.

b)No bonus will be paid unless the Company achieves profitability.

c)To receive any award under the Plan, a Participant’s individual performance must be evaluated as at least competent.

7)Bonus Amounts

The bonus for each Participant shall be determined by multiplying the Participant’s base salary earned during the calendar year by the applicable bonus amount, expressed as a percentage of base salary, which bonus amount shall be based upon the extent of Attainment of the pertinent Performance Measures described Section 5 hereof. The Threshold, Target and Maximum bonus potentials for the Participants shall be determined by the Compensation Committee. For the achievement of Performance Measures between the Threshold, Target and Maximum percentages, the actual bonus amount will be interpolated.

8)Form of Payment

Awards shall be paid entirely in cash. Payments will be made as soon as practicable after audited performance results are known and approved by the Compensation Committee, which should be on or about March 1. Award checks will be prepared by the pertinent payroll department for each Participant and will be subject to tax withholding and 401(k) deductions. If a Participant dies before the end of the Plan Year, an amount equal to a pro-rated portion thereof as of the date of death shall be paid in one lump cash sum to the Participant’s Beneficiary.

9)Limitation on Allocation

Notwithstanding any other provision of the Plan, in no circumstances will the total amount allocated as an award to any individual Participant for any plan year exceed $1,000,000.00.

10)Designation of Beneficiaries

Each Participant shall file with the Company a written designation of one or more persons as the Beneficiary who shall be entitled to receive the amount, if any, payable under the Plan upon the Participant’s death. A Participant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation. The last such designation received shall be controlling, provided, however, that no designation, change or revocation thereof, shall be effective unless received by the Company prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt.

11)Absence of Valid Designation

If no such Beneficiary designation is in effect at the time of a Participant’s death, or if no designated Beneficiary survives the Participant, or if such designation conflicts with the law, the Participant shall be deemed to have designated the Participant’s estate as the Participant’s Beneficiary and the Participant’s estate shall receive the payment of the amount, if any, under the Plan, upon the Participant’s death. If the Compensation Committee is in doubt as to the right of any person to receive such amount, the Compensation Committee may direct the retention of such amount, without liability for any interest thereon, until the rights thereto are determined, or the Compensation Committee may direct the payment of such amount to any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Plan and of ATSG therefore.

12)No Liability of Compensation Committee, Board Members, or Officers

No members of the Compensation Committee, the Board or corporate officers shall be personally liable by reason of any contract or other instrument executed by them or on their behalf nor for any mistake or judgment made in good faith, and ATSG shall indemnify and hold harmless each member of the Board and each other officer, employee or director of ATSG to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the

approval of the Compensation Committee) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.

13)Right to Amend, Suspend or Terminate Plan

The Board reserves the right at any time to amend, suspend or terminate the Plan in whole or in part and for any or no reason and without the consent of any Participant or Beneficiary; provided that no such amendment shall adversely affect rights to receive any amount to which Participants or Beneficiaries have become entitled prior to such amendment. Unless otherwise provided herein, any amendment, modification, suspension or termination of any provisions of the Plan may be made retroactively.

14)No Rights to Continue Employment or Bonus

Nothing contained in the Plan shall give any employee the right to be retained in the employment of ATSG or affect the right of ATSG to dismiss any employee. The adoption of the Plan shall not constitute a contract between ATSG and any employee. No Participant shall receive any right to be granted an award hereunder nor shall any such award be considered as compensation under any employee benefit plan of ATSG, except as otherwise determined by ATSG.

15)No Right, Title or Interest in Assets

The Participants shall have no right, title or interest whatsoever in or to any investments which ATSG may make to aid in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a fiduciary relationship between ATSG and any Participant or any other person. To the extent that any person acquires a right to receive payments from ATSG under this Plan, such right shall be no greater than the right of an unsecured general creditor of ATSG.

16)Unfunded Plan; Governing Law

The Plan is intended to constitute an incentive compensation arrangement for a select group of management or highly compensated personnel and all rights thereunder shall be governed by and construed in accordance with the laws of the State of Ohio.

Last Reviewed: February 19, 2024

Last Modified: February 19, 2024

THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

AIR TRANSPORT SERVICES GROUP, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

GRANTED TO [NAME] ON [DATE]

Air Transport Services Group, Inc. (the “Company”) and its stockholders believe that their business interests are best served by extending to you an opportunity to earn additional compensation based on the growth and success of the Company’s business. To this end, the Company and its stockholders adopted the Air Transport Services Group, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”) as a means through which you may share in the Company’s success. This is done by granting Awards to key employees like you. If the conditions described in this Award Agreement (and the Plan) are met, your Award will mature into common shares of the Company.

This Award Agreement describes many features of your Award and the conditions that must be satisfied before you may receive the value associated with your Award. All capitalized terms have the meaning set forth in the Plan unless otherwise specified in this Award Agreement. To ensure you fully understand these terms and conditions, you should:

•Read the Plan and the Plan’s Prospectus (the “Prospectus”) carefully to ensure you understand how the Plan works;

•Read this Award Agreement carefully to ensure you understand the nature of your Award and what you must do to earn it; and

•Contact [Name] at [Telephone Number] if you have any questions about your Award.

Also, no later than [Date], you must return a signed copy of the Award Agreement to:

[Name]

Air Transport Services Group, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

If you do not do this, your Award will be revoked automatically as of the date it was granted and you will not be entitled to receive anything on account of the retroactively revoked Award.

Section 409A of the Internal Revenue Code (“Section 409A”) imposes substantial penalties on persons who receive some forms of deferred compensation (see the Plan’s Prospectus for more information about these penalties). Your Award has been designed to avoid these penalties. As a condition of accepting this Award, you must agree to accept any revisions to your Award Agreement that the Company subsequently determines necessary in order for you to avoid these

penalties, without any further consideration, even if those revisions change the terms of your Award and reduce its value or potential value.

Nature of Your Award

You have been granted Restricted Stock. If you satisfy the conditions described in this Award Agreement, your shares of Restricted Stock will vest, which means that the restrictions imposed on your shares will be removed and the shares will no longer be subject to a risk of forfeiture. Federal income tax rules apply to Restricted Stock. These and other conditions affecting your Restricted Stock are described in this Award Agreement, the Plan and the Prospectus, all of which you should read carefully.

Grant Date: Your shares of Restricted Stock were issued on [Date].

This is the date you begin to earn your Award.

Number of Shares of Restricted Stock: You have been granted [Number] shares of Restricted Stock. The conditions that you must meet as a condition to the vesting of your shares of Restricted Stock are discussed below in the section titled “When Your Award Will Be Settled.”

Restricted Period: The period that begins on the Grant Date (i.e., [Date]) and ends on [Date] (unless sooner terminated in accordance with the Plan and your Award Agreement) (the “Settlement Date”).

This is the period over which the Committee will determine if you have met the conditions imposed on your Award.

When Your Award Will Be Settled

During the Restricted Period, your Restricted Stock will be held in escrow. On the Settlement Date, these shares either will be distributed to you, free of any restrictions, or forfeited, depending on whether or not the conditions described in this Award Agreement and in the Plan have been satisfied. You may exercise any voting rights associated with your Restricted Stock while it is held in escrow. Any dividends paid on your Restricted Stock during the Restricted Period also will be held in escrow and paid or forfeited on the Settlement Date, depending on whether or not you satisfy the conditions described in this Award Agreement and in the Plan have been satisfied.

Settlement Date: Normally, restrictions on your shares of Restricted Stock will be removed automatically and your shares will be distributed to you if you are actively employed on [Date] and have been actively employed since the Grant Date. However, your Restricted Stock may be settled earlier in the circumstances described in the next section.

When Your Restricted Stock Might Be Settled Earlier Than the Settlement Date: All restrictions on your Restricted Stock will be removed automatically and the shares of Company common stock will be distributed to you if, before the Settlement Date:

•Your employment terminates because of death or Disability;

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•On or after the first anniversary of the Grant Date, you qualify for Retirement whether or not your employment terminates; or

•There is a Change in Control.

Special Rules for Retirement:

The Plan defines “Retirement” as termination of employment after you are 55 or older and have completed 10 or more continuous years of service; or after you are 65 or older and have completed at least 5 continuous years of service. You should check with _______ to determine when you will qualify for Retirement.

An employee who is granted Restricted Stock will recognize ordinary income equal to the Fair Market Value of the Restricted Stock at such time as the employee would be entitled to receive fully vested shares by terminating his or her employment, including as a result of Retirement. See page [___] of the Prospectus. If, before the Settlement Date, but on or after the first anniversary of the Grant Date, you satisfy the eligibility requirements for Retirement whether or not your employment terminates as a result of Retirement, the Company will distribute to you your shares of Restricted Stock.

•How Your Restricted Stock May Be Forfeited: Notwithstanding any provision contained in this Award Agreement to the contrary, you will forfeit any Restricted Stock if, before your Restricted Stock is settled:

•You are involuntarily terminated by the Company for “Cause” as defined in the Plan.

•You breach any agreement or covenant with, or obligation to, the Company or any Subsidiary, including without limitation, any non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, as determined by the Committee;

•Without the Company’s advance written consent, you engage directly or indirectly in any manner or capacity as principal, agent, officer, director, employee or otherwise in any business or activity competitive with the business conducted by the Company or any of its Subsidiaries, as determined by the Company; or

•You perform any act or engage in any activity that is detrimental to the best interests of the Company or any of its Subsidiaries, as determined by the Committee.

Settling Your Award

If all applicable conditions have been met, your Restricted Stock will be settled automatically.

Other Rules Affecting Your Award

Rights During the Restricted Period: During the Restricted Period (and even though your shares of Restricted Stock are held in escrow until they are settled), you may exercise any voting rights

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associated with your Restricted Stock. Dividends paid on the Restricted Stock, if any, will be held in escrow until the Award is settled and distributed to you (or forfeited) depending on whether or not you have met the conditions described in this Award Agreement and in the Plan.

Beneficiary: Your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your estate.

Tax Withholding: Income taxes must be withheld when your Award is settled (see the Plan’s Prospectus for a discussion of the tax treatment of your Award). These taxes may be paid in one of several ways. They are:

•The Company or Affiliate may withhold this amount from other amounts owed to you (e.g., from your salary).

•You may pay these taxes by giving the Company a check (payable to “Air Transport Services Group, Inc.”) in an amount equal to the taxes that must be withheld.

•By having the Company withhold a portion of the shares that otherwise would be distributed. The number of shares withheld will have a fair market value equal to the taxes that must be withheld.

•If approved by the Committee, you may give the Company other shares of Company stock (that you have owned for at least six months) with a value equal to the taxes that must be withheld.

The Company may reject your requested method of withholding for any reason (or for no reason). If this happens, the Company will specify (from among the alternatives just listed) how these taxes are to be paid.

If you do not choose a method within 30 days of the Settlement Date, the Company will withhold a portion of the shares that otherwise would be distributed. The number of shares withheld will have a fair market value equal to the taxes that must be withheld and the balance of the shares will be distributed to you.

Governing Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts of laws) of the United States and of the State of Ohio, except to the extent that the Delaware General Corporation Law is mandatorily applicable.

Other Agreements: Also, your Restricted Stock will be subject to the terms of any other written agreements between you and the Company.

Company Executive Officer Clawback Policy: Your Restricted Stock may be subject to the Company’s Executive Officer Clawback Policy if you are an “Executive Officer” as defined in such plan.

Other Rules: Your Restricted Stock also is subject to more rules described in the Plan and in the Plan’s Prospectus. You should read both these documents carefully to ensure you fully understand all the conditions of this Award.

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Plan Controls: In the event that this Award Agreement conflicts or is inconsistent with any term of the Plan, the Plan shall be deemed controlling.

You may contact [Name] at [Telephone Number] or at the address given below if you have any questions about your Award or this Award Agreement.

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Your Acknowledgment of Award Conditions

Note: You must sign and return a copy of this Award Agreement to [Name] at the address given below no later than [Date].

By signing below, I acknowledge and agree that:

•A copy of the Plan has been made available to me;

•I have received a copy of the Plan’s Prospectus;

•I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;

•I will consent (on my own behalf and on behalf of my beneficiaries and without any further consideration) to any change to my Award or this Award Agreement to avoid paying penalties under Section 409A of the Internal Revenue Code, even if those changes affect the terms of my Award and reduce its value or potential value; and

•If I do not return a signed copy of this Award Agreement to the address shown below not later than [Date], my Award will be revoked automatically as of the date it was granted and I will not be entitled to receive anything on account of the retroactively revoked Award.

[Name]

(signature)

Date signed:

A signed copy of this form must be sent to the following address no later than [Date]:

[Name]

Air Transport Services Group, Inc.

145 Hunter Drive

Wilmington, Ohio 45177

After it is received, the Committee will acknowledge receipt of your signed Award Agreement.

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Committee’s Acknowledgment of Receipt

A signed copy of this Award Agreement was received on .

By:

Committee Member

[Name]:

_______ Has complied with the conditions imposed on the grant and the Award and the Award Agreement remains in effect; or

_______ Has not complied with the conditions imposed on the grant and the Award and the Award Agreement are revoked as of the Grant Date because

describe deficiency

Committee

By:

Date:

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AIR TRANSPORT SERVICES GROUP, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

1.The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME OF TAXPAYER: [Name]

ADDRESS:

IDENTIFICATION NUMBER OF TAXPAYER:

TAXABLE YEAR: Calendar year 20__

2.The property with respect to which the election is made is: [Number] shares of the Common Stock of Air Transport Services Group, Inc., a Delaware corporation (“Company”).

3.The date on which the property was transferred is: [Date]

4.The property is subject to the following restrictions: Forfeiture in favor of the Company upon termination of taxpayer’s employment before [Date] for reasons other than death, disability, or retirement, or in connection with a change in control.

5.The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is [*] per share.

6.The amount (if any) paid for such property: [*]

The undersigned has submitted a copy of this statement to Air Transport Services Group, Inc. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated:

[Name]

1/19/2024 47327784 V.2

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Cover Cover	Feb. 23, 2024
Cover [Abstract]
Amendment Flag	false
Document Type	8-K
Document Period End Date	Feb. 19, 2024
Entity Registrant Name	Air Transport Services Group, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50368
Entity Tax Identification Number	26-1631624
Entity Address, Address Line One	145 Hunter Drive
Entity Address, City or Town	Wilmington
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45177
City Area Code	937
Local Phone Number	382-5591
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ATSG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000894081