First Aviation Services, Inc. Executive Officer Compensation Arrangements (2005–2006)

Summary

First Aviation Services, Inc.'s Compensation Committee approved new annual base salaries for executive officers effective February 1, 2005, covering the year ending January 31, 2006. The agreement specifies the base salaries and cash bonuses for Michael C. Culver, Paul J. Fanelli, and Robert G. Costantini for the years ending January 31, 2005 and 2006. It also notes that Mr. Costantini and Mr. Fanelli have separate employment agreements with the company and its subsidiary. The arrangement outlines compensation terms but does not alter existing employment contracts.

EX-10.31 2 a4876674ex1031.txt EXHIBIT 10.31 Exhibit 10.31 COMPENSATION ARRANGEMENTS WITH CERTAIN EXECUTIVE OFFICERS On March 21, 2005, the Compensation Committee (the "Compensation Committee") of the Board of Directors of First Aviation Services, Inc. (the "Company") approved the annual base salaries (effective as of February 1, 2005) of the executive officers of the Company. The following table sets forth the annual base salary levels of the following named executive officers of the Company (as of February 1, 2005) for the year ending January 31, 2006 and January 31, 2005: Name and Position Base Salary Michael C. Culver January 31, 2006 $350,000 President and Chief Executive Officer January 31, 2005 $275,000 Paul J. Fanelli January 31, 2006 $250,000 President and Chief Executive Officer, Aerospace January 31, 2005 $205,962 Products International, Inc. Robert G. Costantini January 31, 2006 $200,000 Chief Financial Officer, Senior Vice January 31, 2005 $200,000 President-Finance, and Secretary Also on March 21, 2005, the Compensation Committee authorized the award of cash bonuses to certain of the named executive officers of the Company in respect of the year ended January 31, 2005. The following table sets forth cash bonuses in respect of the years ended January 31, 2005 and January 31, 2004 for the following named executive officers: Name and Position Bonus Michael C. Culver January 31, 2005 $75,000 President and Chief Executive Officer January 31, 2004 $200,000 Paul J. Fanelli January 31, 2005 $50,000 President and Chief Executive Officer, Aerospace January 31, 2004 $ - Products International, Inc. Robert G. Costantini January 31, 2005 $30,000 Chief Financial Officer, Senior Vice January 31, 2004 $20,000 President-Finance, and Secretary Mr. Costantini has entered into an employment agreement with the Company, dated October 7, 2003, which was filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended January 31, 2004. Mr. Fanelli has entered into an employment agreement with API, dated February 2, 2004, which was amended as of April 5, 2004. The employment agreement was filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended January 31, 2004, and the amendment to the employment agreement was filed as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended January 31, 2004.