Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2021, the Compensation Committee of the Board of Directors of Air
Transport Services Group, Inc. (the "Company"), approved the performance
measures under the Company's Executive Incentive Compensation Plan ("EIC Plan")
for fiscal year 2021.
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, earnings per share,
shipment growth, increase in stock price, return on assets, service or the
achievement of strategic objectives.
Under the EIC Plan for 2021, the cash-incentive bonus opportunity for each
participant for fiscal year 2021: (i) shall be based upon the position held and
range from 4.8% to 150% 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                           10%                   100%                  150%
Chief Financial Officer; Chief Operating
Officer; Chief Legal Officer; Chief
Commercial Officer; Subsidiary President           6%                   60%                   100%
Vice President; Subsidiary Vice
President                                         4.8%                  48%                   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. Richard F. Corrado, the President and Chief Executive Officer; 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 Michael L. Berger, the Chief Commercial Officer, each of whom is a named executive officer, are participants in the EIC Plan at the levels reflected in the table above. For fiscal year 2021, 80% of their bonus opportunity will be based upon the level of achievement of net income targets established by the Compensation Committee, and 20% of their bonus opportunity will be based upon the level of achievement of strategic objectives, as determined in accordance with the preceding paragraph. 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 filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2016, and is incorporated herein by reference.

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