AMENDMENT NO. 1
TO
AIR TRANSPORTATION HOLDING COMPANY, INC.
1998 OMNIBUS SECURITIES AWARD PLAN
1. Purpose
The purpose of this Amendment No. 1 (this "Amendment") to
the Air Transportation Holding Company, Inc. 1998 Omnibus
Securities Award Plan (the "Plan") is to increase by 200,000 the
number of shares of common stock that may be made issued under
the Plan and to change the name of the Plan to "AirT, Inc. 1998
Omnibus Securities Award Plan," effective upon the change of the
name of Air Transportation Holding Company, Inc. to AirT, Inc.
Terms not otherwise defined herein shall have the meanings given
them in the Plan.
2. Effective Date
The effective date of this Amendment shall be June 21, 1999.
3. Increase in Number of Shares
The Plan is hereby amended to increase the number of shares
that may be subject to options granted under the Plan from One
Hundred Sixty-five Thousand (165,000) to Three Hundred Sixty-five
Thousand (365,000), and accordingly Section 6.1 of the Plan is
hereby restated as follows:
6.1 Available Shares. The maximum number of shares of
Common Stock that shall be available for grant of
Awards under the Plan (including incentive stock
options) during its term, shall not exceed 365,000.
(Such amount shall be subject to adjustment as provided
in Section 6.2.) Any shares of Common Stock related to
Awards that terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such
shares shall be available again for grant under the
Plan. Moreover, shares of Common Stock with respect to
which a stock appreciation right has been exercised and
paid in cash shall again become eligible for grant
under the Plan; provided that if such shares of Common
Stock subject to Awards are settled in cash in lieu of
Common Stock or are exchanged with the Committee's
permission for Awards not involving Common Stock, such
shares shall not be available again for grant under the
Plan. The maximum number of shares available for
issuance under the Plan shall not be reduced to reflect
any dividends or dividend equivalents that are
reinvested into additional shares of Common Stock or
credited as additional performance shares. The shares
of Common Stock available for issuance under the Plan
may be authorized and unissued shares, treasury shares,
shares issued and outstanding or shares owned by a
Subsidiary.
4. Change in Name of Plan
The Plan is amended, effective upon the change in the name
of Air Transportation Holding Company, Inc. to AirT, Inc., by
changing the name of the Plan, including all references in the
Plan to the name of the Plan, to "AirT, Inc. 1998 Omnibus
Securities Award Plan."
5. Approval of Amendment
This Amendment is expressly made subject to the approval of
the stockholders of the Corporation in the manner prescribed by
law. If this Amendment is not so approved by the stockholders on
or before one year after the adoption of this Amendment by the
Board of Directors of the Corporation, this Amendment shall not
become effective.
