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. 2015 LONG-TERM INCENTIVE PLAN PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT GRANTED TO [NAME] ON [DATE]

Read the Plan and the Plan’s 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 must happen if you are to earn it; and

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

Grant Date: Your Performance Units were issued on [Date].

Amount of Award: The amount of your Award and the conditions that must be met before it will be earned are discussed below in the section titled “When Your Award Will Be Settled.”

Performance Period: The period that begins on [Date], and ends on [Date] (the “Settlement Date”).

In General: At the end of the Performance Period, your Performance Units will be converted to an equal number of common shares of the Company or forfeited depending on:

The extent to which the appreciation of the Company stock during the Performance Period equals or exceeds the Total Shareholder Return (“TSR”) performance of the NASDAQ Transportation Index during the same period (these stock units are referred to as “Stock Performance Units”); and

How the Company’s Average Return on Invested Capital for the Performance Period compares to the levels specified in the table below (these stock units are referred to as “ROIC Units”).

Separate criteria are applied to each of the parts of your Award. This means that you might earn Stock Performance Units at the threshold level but earn your ROIC Units at the maximum level.

The NASDAQ Transportation Index is a group comprised of transportation corporations whose stock is traded on the NASDAQ.

“Average ROIC” is equal to the sum of the Company’s ROIC for each fiscal year that began during the Performance Period and ends on December 31, [Year], divided by three.

The Company shall determine its “ROIC” for each fiscal year beginning January 1 and ending each December 31 during the Performance Period, by dividing the NOPAT for such period by its Invested Capital for such period, as such terms are defined below.

The Company’s “NOPAT” for any fiscal year will be equal to the Company’s net operating profit, as shown on the Company’s audited financial statements for such year, multiplied by the factor of one minus the federal statutory income tax rate applicable to the Company for such fiscal year. The Compensation Committee of the Company’s Board of Directors (the

The Company’s “Invested Capital” for any fiscal year is the result obtained by adding the Company’s operating current assets and net fixed assets in operation and subtracting its operating current liabilities, net fixed assets under capital lease and excess cash balances at the end of each calendar quarter of the previous year and dividing by four.

Your Stock Performance Units: You will earn or forfeit all or part of your Stock Performance Units depending on the extent to which the criteria described in the following table are or are not met.

Your ROIC Units: You will earn or forfeit all or part of your ROIC Units depending on the extent to which the criteria described in the following table are or are not met.

How Your Award Might Be Settled Before the End of the Performance Period: If there is a Change in Control while you are employed, all performance criteria will be deemed to have been met at the target level or at any higher level actually achieved as of the date of the Change in Control (“Accelerated Units”) and you will receive cash or stock (depending on the nature of the Change in Control) as if the Performance Period ended on the date of the Change in Control. The amount you will receive will be determined under the following formula and paid in accordance with the Plan:

How Your Award is Settled if You Die, Retire, or Become Disabled Before the End of the Performance Period: If your employment terminates before the end of the Performance Period (and before a Change in Control) because of death, Disability, or Retirement, you may receive a portion of your Award. The amount (if any) you will receive will depend on whether (and the extent to which) the performance criteria are met at the end of the Performance Period, not when you terminate employment subject to the terms of the Plan. If the performance criteria are met at the end of the Performance Period during which you terminate because of death, Disability, or Retirement, you (or your beneficiary) will receive the number of shares you would have received if you had remained actively employed until the end of that Performance Period multiplied by the number of whole years (i.e., elapsed 12-consecutive-month periods) between the first day of the Performance Period and the date you terminate employment and divided by the number of whole years (i.e., elapsed 12-consecutive-month periods) included in the Performance Period.

How Your Award May Be Forfeited: You will forfeit your Award if, before your Award is settled:

You terminate employment voluntarily (and not due to death, Disability, or Retirement);

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.

Rights During the Performance Period: During the Performance Period, you will not actually own the shares that you might receive at the end of the Performance Period. This means that you may not exercise any voting rights or receive any dividends associated with those shares until your Award is settled.

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 an 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.

If permitted by the Committee, 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 permitted 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.

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 Award will be subject to the terms of any other written agreements between you and the Company.

Adjustments to Your Award: Your Award will be adjusted, if appropriate, to reflect any change to the Company’s capital structure (e.g., the number of your Performance Units will be adjusted to reflect a stock split).

Other Rules: Your Performance Units are also 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.

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.