Liquidity and Tax Indemnity Agreement between Ranger Aerospace Corporation and Stephen D. Townes (August 31, 2000)

Summary

Ranger Aerospace Corporation agrees to provide Stephen D. Townes, an executive, with the right to sell back a portion of his company stock if he faces additional tax liabilities due to IRS adjustments related to his stock purchase. The company will buy enough shares at fair market value to cover these tax costs, provided Townes supplies satisfactory documentation of the tax liability. This agreement ensures Townes can pay any such taxes promptly while employed by the company.

EX-10.26 18 0018.txt ST GROSS-UP TAX INDEMNITY 8-28-00 [Ranger Aerospace Corporation letterhead] August 31, 2000 Stephen D. Townes 318 Scarborough Drive Greer, SC 29650 Re: Liquidity Agreement/Right to Put Certain Shares of Executive Stock Dear Steve: Reference is hereby made to that certain Third Executive Stock Agreement, dated as of August 31, 2000 (the "Stock Agreement"), among Ranger Aerospace --------------- Corporation (the "Company") and you. Each capitalized term used herein without ------- definition shall have the meaning given such term in the Stock Agreement. In order to allow you to pay any Additional Tax Liability in a timely manner, to the extent you incur an Additional Tax Liability while employed by the Company, you will have the right to require the Company to purchase the number of shares of Executive Stock (or fraction thereof) with an aggregate Fair Market Value equal to the Additional Tax Liability. For purposes of this agreement, "Additional Tax Liability" shall mean in any tax year in which a final tax adjustment is made by the Internal Revenue Service with respect to your purchase of Executive Stock under the Stock Agreement, all additional taxes, interest and penalties applicable to any such final tax adjustment. The undersigned's obligation to purchase such shares of Executive Stock hereunder is conditioned upon your providing the undersigned with documentation that is reasonably satisfactory to the Company evidencing the final determination of such Additional Tax Liability. It is the intent of this agreement to provide you with liquidity for a portion of your Executive Stock so as allow you to pay on a timely basis any Additional Tax Liability. This agreement shall at all times be interpreted consistently with such intent. Very truly yours, RANGER AEROSPACE CORPORATION By: __________________________________ George Schwartz, Chairman of the Board Agreed and acknowledged as of date first written above: _______________________ Stephen D. Townes