INCENTIVE STOCK OPTION AGREEMENT

 

                                                                   EXHIBIT 10.9

                                                                  OPTION NO. 35

                               AIR SOUTH, INC.

                      INCENTIVE STOCK OPTION AGREEMENT

       This Agreement is made as of November 12, 1994 and between AIR SOUTH,
INC., an Illinois corporation (the "Company") and Dennis Crosby (the
"Optionee").

       WHEREAS, the Board of Directors of the Company (the "Board") has
determined that the Optionee is a full or part time employee of the Company or
a subsidiary; and

       WHEREAS, the Board considers it desirable and in the Company's best
interests that the Optionee be given, as an incentive to contribute to its
success and prosperity, and to encourage the Optionee to remain in its employ,
an option to purchase shares of the Common Stock of the Company in accordance
with the Company's Incentive Stock Option Plan (the "Plan");

       NOW, THEREFORE, it is agreed between the parties as follows:

       1.  Option Grant.  The Company hereby grants to the Optionee the right,
privilege and option to purchase up to 80,000 shares of its Common Stock at a
purchase price of One Dollar ($1.00) per share, in the manner and subject to
the conditions provided herein (the "Option").  This option shall expire on
November 12, 2004 (the "Expiration Date").

       2.  Vesting.  Subject to earlier termination as provided herein,
the extent to which the Option shall be exercisable shall be as follows:

       [X] 33.33% of the total number of shares for each year of a three year
           period following the date hereof throughout which the Optionee 
           serves the Company as an officer or employee, as follows: 

       [X] 26,666 shares after November 12, 1995

       [X] 26,667 shares after November 12, 1996

       [X] 26,667 shares after November 12, 1997

       [X] -0- shares after November 12, 1998

       [X] -0- shares after November 12, 1999

       To the extent not exercised, the number of shares as to which the Option
is exercisable shall accumulate and be exercisable, in whole or in part, until
the termination of the Option as set forth in Section 4 hereof, but in no event
later than ten (10) years from the date of this Agreement.

       3.  Exercise.  The Option shall be exercisable upon delivery of written
notice, in the form attached hereto as Exhibit A, to the Board at the Company's
principal place of business, specifying the number of shares of Common Stock to
be purchased and the amount to be paid therefor, and accompanied by cash or
check payable to the order of the Company in an amount equal to the purchase
price of the shares.  The Company shall thereafter immediately make delivery of
such shares, bearing the legend set forth hereafter in section 8.

       4.  Exercise Period.  The exercise period of Options granted
hereunder shall terminate upon the first to occur of the following events:

           (a)  Three (3) months after voluntary or involuntary
termination of employment of the Optionee by the Company other than by reason
of death, total disability or approved leave of absence; 

           (b)  twelve (12) months following the death of the Optionee while 
an employee;

           (c)  twelve (12) months following the termination of services by 
the Optionee in the event of disability of the Optionee within the meaning of 
Section 22(e)(3) of the Internal Revenue Code of 1954, as amended; or

           (d)  the Expiration Date set forth in Section 1 of this Agreement;

           (e)  ten (10) years from the date of this Agreement.  

      5.   Stock Dividends, Splits.  In the event that additional shares of 
Common Stock are issued pursuant to a stock split, stock dividend, 
recapitalization, reclassification or other change in the capital structure of
the Company, the number of shares of Common Stock covered by the Option granted
hereunder shall be increased proportionately, with no increase in the total
purchase price of the shares then so covered.  In the event that the shares of
Common Stock of the Company from time to time issued and outstanding are
reduced by a combination of shares, recapitalization, reclassification or other
change in the capital structure of the Company, the number of shares of Common
Stock covered by the Option granted hereunder shall be reduced proportionately,
with no reduction in the total price of the shares then so covered.  All such
adjustments shall be made by the Board, whose determination upon the same shall
be final and binding upon the Optionee.  No fractional shares shall be issued,
and any fractional shares resulting from such computations shall be eliminated
from the adjusted Option.  No adjustment shall be made for cash dividends or
the issuance to stockholders of rights to subscribe for additional Common Stock
or other securities.

      6.   Non-Transferable.  This Agreement, and the Option rights and 
privileges conferred hereunder, shall not be transferred, assigned, pledged,
hypothecated in any way (whether by operation of law or otherwise), or
otherwise disposed of, except by will and the laws of descent and distribution,
shall not be subject to execution, attachment or similar process, and shall be
exercisable, during his lifetime, only by the Optionee.

      7.   Investment Purposes Only.  All shares acquired by the Optionee 
pursuant to this Agreement shall be acquired for investment purposes only for 
the account of the Optionee and not

with any intention or purpose of resale or further distribution thereof by the
Optionee.  Such shares may not be resold except in compliance with the
Securities Act of 1933 or an exemption therefrom.  Nothing contained herein
shall require the Company to register under the Securities Act of 1933 either
the Plan, this option or any securities issued or issuable pursuant to this
option.

      8.   Legend.  All share certificates transferred to the Optionee pursuant 
to an exercise of the option granted hereunder shall bear on their face the 
following legend:

      The transfer and sale of these shares is governed by the terms of the
      Air South Incentive Stock Option Agreement between the Company and the
      Shareholder and the Air South Incentive Stock Option Plan, copies of
      which are on file with the Secretary of the Company.

and such other legends as the Company deems appropriate.

      9.   Transferees.  This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, permitted successors and permitted assigns.

      10.  No Employment Contract.  Neither the execution of this Agreement 
nor the issuance of shares pursuant to the exercise of any Option granted
hereunder shall be construed as giving the Optionee any legal or equitable
right against the Company or its subsidiaries except as specifically provided
for herein, or the right to be retained in employment, service or as a member
of the Board, and the Optionee shall remain subject to discharge or removal to
the same extent as if this Agreement had not been executed by the parties.

      11.  Governing Law.  This Agreement shall be construed and interpreted, 
and its validity, effect and rights hereunder shall be determined at all times
in accordance with the laws of the State of South Carolina.

      12.  Plan Controls.  The Optionee, for himself, his heirs, executors, 
administrators, permitted successors and permitted assigns, administrators, 
permitted successors and permitted

assigns, acknowledges and agrees that (i) he has received a copy of the Plan,
and (ii) he has read and understands fully the Plan and that, in the event of
any inconsistency between the terms of this Agreement and the Plan the
provisions of the Plan shall control.

                                 AIR SOUTH, INC.
                            
                                 By:
                                    ----------------------------------
                                          Donald Baker
                                 Title:   Secretary
                            
                                 OPTIONEE
                            
                                 Signed:
                                        ------------------------------
                                          Dennis Crosby

I understand and accept this option as replacement for option #35 originally
issued effective August 23, 1994 which date was incorrect.  This option
reflects the correct effective date of November 12, 1994

- - --------------------------
Dennis Crosby

                             NOTICE OF EXERCISE

                         INCENTIVE STOCK OPTION PLAN

                               AIR SOUTH, INC.

       The undersigned Optionee hereby exercises Option No. 35, granted on
November 12, 1994 ("Date of Grant"), to purchase __________ shares of Common 
Stock (no par value) of Air South, Inc. (the "Company") at a price of $1.00 per
share under the Company's Incentive Stock Option Plan (the "Plan") and herewith
encloses check in the amount of $ ___________ payable to Air South, Inc. in 
full payment therefor.

       The undersigned Optionee hereby represents and certifies that _____ is
purchasing these securities for ______ own account for investment and not with
a view to the resale or distribution thereof.

Date _______________________, 199 ____      Signed: ___________________________
   
                                            Print Name: _______________________

 

Basic Info X:

Name: INCENTIVE STOCK OPTION AGREEMENT
Type: Stock Option Agreement
Date: Feb. 7, 1997
Company: AIR SOUTH AIRLINES INC
State: Delaware

Other info:

Date:

  • November 12 , 2004
  • November 12 , 1995
  • November 12 , 1996
  • November 12 , 1997
  • November 12 , 1998
  • November 12 , 1999
  • August 23 , 1994
  • November 12 , 1994

Organization:

  • Board of Directors
  • Air South Incentive Stock Option Agreement
  • Air South Incentive Stock Option Plan
  • the State of South Carolina
  • Air South , Inc.

Location:

  • Illinois

Money:

  • $ 1.00

Person:

  • Optionee
  • Donald Baker
  • Dennis Crosby

Percent:

  • 33.33 %