AIRBORNE INC /DE/
EMPLOYMENT AGREEMENT WITH ROBERT T. CHRISTENSEN
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<DESCRIPTION>EMPLOYMENT AGREEMENT WITH ROBERT T. CHRISTENSEN
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<TITLE>Employment Agreement with Robert T. Christensen</TITLE>
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<BODY bgcolor="#FFFFFF"><HR> <p align=right><font size=2 face="Times New Roman">Exhibit 10(a)</font></p>
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<td valign="top" width="35%"> <font size=2 face="Times New Roman">April 24, 2001</font> </td> </tr> </table> <p><font size=2 face="Times New Roman">Robert T. Christensen<br> </font><font size=2 face="Times New Roman">c/o Airborne Express, Inc.<br>
</font><font size=2 face="Times New Roman">Post Office Box 662<br> </font><font size=2 face="Times New Roman">Seattle, WA 98111-0662</font></p> <p><font size=2 face="Times New Roman">Dear Mr. Christensen:</font></p> <p><font size=2
face="Times New Roman">Airborne, Inc., a Delaware corporation (&quot;Airborne&quot; and, collectively with its direct and indirect wholly-owned subsidiaries the &quot;Company&quot;) and the Board of Directors of Airborne (&quot;Board&quot;) are not
necessarily opposed to any merger proposal or acquisition attempt by third parties. We recognize, and insist that our executives recognize, that in such matters our responsibility is to serve the best interests of our shareholders in maximizing the
worth and potential of their investment. However, Airborne, as a publicly held corporation, must be aware that insofar as it may be the subject of acquisition attempts, such attempts do raise the possibility of a change in control of the Airborne.
It further recognizes that such a possibility can breed uncertainties as to the continued tenure and fair treatment of key executives regardless of their value to the Company and their individual merit. The Company is concerned that the possibility
of acquisition attempts and a change in control can have an adverse effect on its retention of key management personnel, and that such acquisition attempts can make it difficult for such personnel to function most effectively in the best interests
of the Company and its shareholders. In light of these concerns, the Board has determined that it is appropriate to offer additional security to certain key management personnel to better enable them to function effectively without distraction in
the event that uncertainties as to the future control of the Company should arise.</font></p> <p><font size=2 face="Times New Roman">Therefore, to induce you to remain in the employ of the Company and to encourage a high level of effective
management in the best interests of the Company and Airborne&#146;s shareholders, this letter agreement sets forth certain benefits which the Company agrees will be provided to you if your employment with the Company should be terminated other than
for cause, or by death, disability or normal retirement, subsequent to a &quot;change in control&quot; of Airborne as defined and set forth in this Agreement. As the purpose of this Agreement is to provide you with stability of job tenure without
being discriminated against because of activities on behalf of the Company and Airborne&#146;s shareholders in the face of a possible &quot;change in control&quot; or in the alternative to provide you with certain defined severance benefits in the
face of termination without cause or upon discriminatory treatment after a &quot;change in control,&quot; the provisions of this Agreement with regard to benefits shall not apply unless and until a &quot;change in control&quot; occurs. Further, the
benefits set forth in Section 7 of this Agreement will not be provided if you cease to be in the Company&#146;s employ, even after a &quot;change in control&quot; and during the term of this Agreement, because of death, normal </font></p>
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<HR> <p><font size=2 face="Times New Roman">retirement, disability, &quot;for cause,&quot; or because of voluntary termination by you without &quot;good reason&quot; as they are defined herein.</font></p> <p><font size=2
face="Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;<u>Term</u>. This Agreement will at all times have a two-year term. At such time as either you or the Company give written notice to the other party that this Agreement is to be terminated (such
notice on your part to have no force or effect unless given by you no later than two years after a &quot;change in control&quot;), then this Agreement will expire two years from receipt of the notice. In any event, this Agreement will terminate at
your normal retirement date as defined herein.</font></p> <p><font size=2 face="Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;<u>Change in Control</u>. For the purposes of invoking your benefits under this Agreement, a &quot;change in control&quot;
shall mean the occurrence of any one of the following actions or events:</font></p> <p><font size=2 face="Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The acquisition by any person of the power, directly or indirectly, to exercise a controlling
influence over the management or policies of Airborne (either alone or pursuant to an arrangement or understanding with one or more other persons), whether through ownership of voting securities, through one or more intermediaries, by contract, by
way of a reorganization, merger or consolidation, or otherwise; or</font></p> <p><font size=2 face="Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The acquisition by a person who is not a U.S. citizen (either alone or pursuant to an arrangement or
understanding with one or more other persons) of the ownership of or power to vote 25% or more of the outstanding voting securities of Airborne; or</font></p> <p><font size=2 face="Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The acquisition by a
person who is a U.S. citizen (either alone or pursuant to an arrangement or understanding with one or more other persons) of the ownership of or power to vote 35% or more of the outstanding voting securities of the Company; or</font></p> <p><font
size=2 face="Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;If during a period of six years after the acquisition by any person, directly or indirectly, of the ownership of or power to vote 10% or more of the outstanding voting securities of Airborne,
the individuals who prior to such acquisition were Directors of the Company (&quot;Prior Directors&quot;) shall cease to constitute a majority of the Board, unless the nomination of each new Director was approved by a vote of a majority of the Prior
Directors;</font></p> <p><font size=2 face="Times New Roman">The term &quot;person&quot; for purposes of this paragraph shall include a natural person, corporation, partnership, association, joint-stock company, trust fund, or organized group of
persons.</font></p> <p><font size=2 face="Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;<u>Death, Retirement and Disability</u>. In the event of your death, normal retirement, disability or voluntary termination without good reason during the term
hereof and following a &quot;change in control,&quot; you or your estate will be entitled to receive only those applicable benefits under any plans, programs and policies in effect with regard to the executives or salaried employees of the Company.
For purposes of this Agreement, normal retirement and disability are defined as follows:</font></p>
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<HR> <p><font size=2 face="Times New Roman">(a)&nbsp;&nbsp;&nbsp;<u>Normal Retirement</u>: For purposes of this Agreement, termination by the Company or you of your employment based on normal retirement shall mean
termination at age 65 or such earlier or later age set in accordance with the retirement policy then generally in effect with regard to the Company&#146;s salaried employees which is not discriminatory as to you. Normal retirement shall also include
retirement in accordance with any early or deferred retirement age or date established with your consent.</font></p> <p><font size=2 face="Times New Roman">(b)&nbsp;&nbsp;&nbsp;<u>Disability</u>: Disability as grounds for termination shall mean
physical or mental illness resulting in your absence from your duties with the Company on a full time basis for 365 consecutive days following the exhaustion of all current and accrued sick leave and vacation (as provided by Company policy to all
salaried employees on a nondiscriminatory basis). If within thirty (30) days after written notice of proposed termination for disability is given by the Company, you have not returned to the full time performance of your duties, the Company may
terminate your employment by giving written Notice of Termination for &quot;Disability.&quot;</font></p> <p><font size=2 face="Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Other Termination Following a Change in Control</u>. If a &quot;change
in control&quot; occurs and you are subsequently terminated as an employee by the Company during the term of this Agreement (except for normal retirement, disability or for cause as hereinafter defined) or if you terminate your employment for good
reason, as hereinafter defined, you will be entitled to receive the benefits set forth in Section 7 hereof.</font></p> <p><font size=2 face="Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Cause</u>. After a &quot;change in control,&quot; the
Company may terminate your employment for &quot;cause&quot; without liability under the benefit provisions hereof only upon:</font></p> <p><font size=2 face="Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The willful and continued failure by you to
substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board which specifically
identifies the manner in which the Board believes that you have not substantially performed your duties, or</font></p> <p><font size=2 face="Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The willful engaging by you in gross misconduct demonstrably
injurious to the Company.</font></p> <p><font size=2 face="Times New Roman">For the purpose of this Section 5, no act, or failure to act, on your part shall be considered &quot;willful&quot; if done, or omitted to be done, by you in good faith and
in the reasonable belief that your act or omission was in the best interests of the Company. You shall not be deemed to have been terminated for cause unless and until you receive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding
that in the good faith opinion of the Board you were guilty of conduct set forth in clauses (a) or (b) of the first sentence of this Section 5 and specifying the particulars thereof. </font></p>
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<HR> <p><font size=2 face="Times New Roman">If your employment is terminated for cause, the Company shall pay you your then current full base salary plus vacation and any other compensation actually accrued through the
date of termination, and the Company shall have no further obligation to you.</font></p> <p><font size=2 face="Times New Roman">6. <u>Good Reason</u>. You may regard your employment as constructively terminated by the Company, and yourself terminate
your employment for &quot;good reason&quot; following a &quot;change in control&quot; and during the term hereof, receiving the benefits set forth in Section 7, upon the happening of one or more of the following events which will constitute good
reason for your own termination of your employment:</font></p> <p><font size=2 face="Times New Roman">(a) Without your express written consent, the assignment to you of any duties not customarily performed by senior executives of the Company and
inconsistent with your position as senior executive prior to a &quot;change in control,&quot; or the failure of the Company to maintain you in senior executive position; or to provide you with the normal perquisites of a senior executive of the
Company, including but not limited to an office and appropriate support services.</font></p> <p><font size=2 face="Times New Roman">(b) A reduction by the Company in your base salary as in effect prior to a &quot;change in control&quot; unless such
reduction is applied to all officers of the Company and does not exceed the average percentage reduction in base salary for all officers of the Company, with a maximum permissible reduction of 25%, or the failure by the Company to increase such base
salary each year following a &quot;change in control&quot; by an amount which equals at least one-half (&#189;), on a percentage basis, the average percentage increase in base salary for all officers of the Company or any parent or successor of the
Company during the prior two full calendar years;</font></p> <p><font size=2 face="Times New Roman">(c) A failure by the Company to maintain any of the employee benefits to which you are entitled prior to a &quot;change in control&quot; at a level
equal to or greater than that in effect prior to a &quot;change in control,&quot; through the continuation of the same or substantially similar plans, programs and policies, or the taking of any action by the Company which would adversely affect
your participation in or materially reduce your benefits under any such plans, programs or policies or deprive you of any fringe benefits enjoyed by you prior to a &quot;change in control,&quot; unless such a reduction in benefits is
nondiscriminatory as to you and is applied generally.</font></p> <p><font size=2 face="Times New Roman">(d) The failure by the Company to provide you with the number of paid vacation days to which you would be entitled as a salaried employee of the
Company, its subsidiaries or affiliates, or any parent or successor of the Company on a nondiscriminatory basis.</font></p> <p><font size=2 face="Times New Roman">(e) The Company&#146;s requiring you to be based anywhere other than your current
location except for required travel on the Company&#146;s business to an extent substantially consistent with your present business travel obligations; or the relocation of your offices outside of their current location without your consent.
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<HR> <p><font size=2 face="Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;Any purported termination of your employment by the Company which is not effected pursuant to the notice of termination and procedures required by the
specific provision relied upon (i.e., Disability, or Cause), or normal retirement as defined in Section 3 hereof, or any purported termination for which the grounds relied upon are not valid.</font></p> <p><font size=2 face="Times New Roman">Upon
the happening of one or more of these events, should you choose to regard your employment as constructively terminated, delivery of a written notice of termination setting forth the &quot;good reason&quot; therefor will entitle you to the benefits
as set forth in Section 7 hereof.</font></p> <p><font size=2 face="Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Compensation Upon Termination Without Cause or Termination for Good Reason</u>. If after a &quot;change in control&quot; and
during the term hereof, (i) you are terminated by the Company other than by reason of normal retirement, disability or for cause under the definitions and procedures as set forth herein, or (ii) you choose to terminate your employment for &quot;good
reason&quot; as set forth herein, then the Company shall pay to you the following amounts:</font></p> <p><font size=2 face="Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;Your full base salary through the date of any Notice of Termination plus payment
for all accrued vacation, and any deferred compensation to which you are entitled for the year most recently ended and the pro rata share of any such compensation which would be due in the year of termination, up to the date of termination, to the
extent not already paid; plus</font></p> <p><font size=2 face="Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;An amount equal to:</font></p> <p><font size=2 face="Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;The sum of your annual base salary at the
rate in effect as of your termination plus the amount of any additional compensation awarded you for the year most recently ended (whether or not fully paid) including any sums awarded under the Executive Incentive Compensation Plan, the Executive
Group Incentive Compensation Plan and the Management Incentive Compensation Plan, multiplied by:</font></p> <p><font size=2 face="Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;The number two. If your normal retirement date is less than two (2) years
from your termination date, then the multiplier shall be that fraction remaining until your normal retirement date rounded to the nearest tenth (i.e., 18 months equals 1.5, 8 months equals .7).</font></p> <p><font size=2
face="Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp;With regard to the Company&#146;s Profit Sharing Plan and Retirement Income Plan, the Company shall pay a lump sum equal to the amount forfeited by you, if any, under such plan which would have
vested if your employment had continued for the remaining term of this Agreement.</font></p> <p><font size=2 face="Times New Roman">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the remaining term of this Agreement prior to your normal retirement
date, the Company shall pay your health insurance premiums, provided you have elected COBRA continuation coverage, and at the end of such continuation coverage period it shall at its option either arrange for you to receive health benefits
substantially similar to those which you were receiving immediately prior to termination of the coverage period, or pay to you an amount equal to the premiums the</font></p>
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<HR> <p><font size=2 face="Times New Roman">Company would pay on your behalf for participation in such health plan or plans for the remaining term of this Agreement prior to your normal retirement date.</font></p> <p><font
size=2 face="Times New Roman">(v) &nbsp;&nbsp;&nbsp;&nbsp;The Company shall maintain in full force and effect at its expense, for the remaining term of this Agreement prior to your normal retirement date, all other employee benefit plans, programs
and policies (including any life or health insurance plans) in which you were entitled to participate immediately prior to your termination, provided that your continued participation is possible under the general terms and provisions of such plans,
programs and policies. In the event that your participation in any such plan, program or policy is not possible under its terms and conditions, the Company shall arrange to provide you with benefits substantially similar to those which you would
have been entitled to receive under each plan, program or policy. At the end of the period of coverage, you will have the option to have assigned to you at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned
by the Company and relating to you and to take advantage of any conversion privileges pertinent to the benefits available under Company policies.</font></p> <p><font size=2 face="Times New Roman">(vi)&nbsp;&nbsp;&nbsp;&nbsp;In addition to the
payment of benefits to which you are entitled under the qualified retirement plans maintained by the Company in which you are a participant on the date of your termination, the Company shall pay you in cash at age 65 or such earlier retirement date
permitted under the plan or plans as you may elect, an amount equal to the sum of the following: (a) the difference between the actuarial equivalent of the amount which you are entitled to receive, if any, under the Supplemental Executive Retirement
Plan and the amount which you would have received from such plan if you had continued in the employ of the Company for an additional two years. If your normal retirement date would occur during that two-year period, then the amount of such
additional compensation shall be calculated on the basis that your employment continued to that date. For the purposes of the calculation of benefits under the Supplemental Executive Retirement Plan, the &quot;actuarial equivalent&quot; shall be
determined by assuming your survival to age 80, and (b) the difference between the actuarial equivalent of the amount which you are entitled to receive, if any, under the Retirement Income Plan and the amount which you would have received from such
plan if you had continued in the employ of the Company for an additional two years. If your normal retirement date would occur during that two-year period, then the amount of such additional compensation shall be calculated on the basis that your
employment continued to that date. For the purposes of the calculation of benefits under the Retirement Income Plan, the &quot;actuarial equivalent&quot; shall be determined by assuming your survival to age 80.</font></p> <p><font size=2
face="Times New Roman">(vii)&nbsp;&nbsp;&nbsp;At your option, in lieu of shares of common stock of Airborne, without par value (&quot;Airborne Shares&quot;) issuable upon exercise of options (&quot;Options&quot;), if any, granted to you under the
Airborne Key Employee&#146;s Stock Option and Stock Appreciation Rights Plans (to which options employee waives all rights upon the making of the payment referred to below), you shall receive an amount in cash equal to the difference between the
exercise prices of all Options held by you whether or not then fully exercisable, and the higher of (a) the mean between the closing bid and asked prices on the New York Stock Exchange on the date of termination or (b) the highest </font></p>
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<HR> <p><font size=2 face="Times New Roman">price per Airborne Share actually paid in connection with any change in control of Airborne.</font></p> <p><font size=2 face="Times New Roman">(viii) Notwithstanding any other
provisions of this Agreement, if any severance benefits under this Section 7 of this Agreement, together with any other Parachute Payments (as defined under Internal Revenue Code Section 280(G)(b)(2)) made by the Company to you, if any, are
characterized as Excess Parachute Payments (as defined in Internal Revenue Code, Section 280(G)(b)(1)), then the Company shall pay to you, in addition to the payments to be received under this Section, an amount equal to the excise taxes imposed by
Section 4999 of the Code on your Excess Parachute Payments, plus an amount equal to the federal and, if applicable, state income taxes which will be payable by you as a result of this additional payment.</font></p> <p><font size=2
face="Times New Roman">8.&nbsp;&nbsp;&nbsp;<u>Payments and Disputes</u>. For purposes of this Agreement, your date of termination will be the date written Notice of Termination is given by the Company to you. If termination is under circumstances
invoking the benefits or Section 7, then the sums specified therein will be paid no more than ten (10) working days after the date of termination, except that the portion of the payment based upon the amounts payable under the Management Incentive
Compensation Plan, the Profit Sharing Plan, the Retirement Income Plan and the Supplemental Executive Retirement Plan shall be paid no later than ten (10) working days after the amounts payable under such plans have been determined following
availability of results necessary for computation of such amounts.</font></p> <p><font size=2 face="Times New Roman">In the event that the Company wishes to contest or dispute a termination for &quot;good reason&quot; by you, it must give written
notice of such dispute within the five day period after the date of termination. If you wish to contest or dispute a termination by the Company, or any failure to make payments claimed to be due hereunder, you must give written notice of such
dispute within thirty days of receiving a Notice of Termination. In the event of a dispute, the Company shall continue to pay your full base salary and continue all your employee benefits in force until final resolution of any such dispute by mutual
agreement or the final judgment, decree or order of a court of competent jurisdiction (including any appeals, if such are perfected). You may, at your or the Company&#146;s option, be suspended from all duties during the pendency of such a contest
or dispute. If you prevail in any such contest or dispute, the Company shall thereupon be liable for the full amounts due under Section 7 as of the date of termination after adjustments for amounts already paid.</font></p> <p><font size=2
face="Times New Roman">The Company will pay all fees and expenses, including full attorneys&#146; fees, incurred by you in good faith in contesting or disputing any termination after a &quot;change in control&quot; or in seeking to obtain or enforce
any right or benefit provided by this Agreement.</font></p> <p><font size=2 face="Times New Roman">In the event that any payments due hereunder shall be delayed for any reason for more than ten working days from the date of termination (or
availability of results under the Management Incentive Compensation Plan, the Profit Sharing Plan, the </font></p>
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<HR> <p><font size=2 face="Times New Roman">Retirement Income Plan or the Supplemental Executive Retirement Plan, as above provided), the amounts due shall bear the maximum legal rate of interest until paid.</font></p>
<p><font size=2 face="Times New Roman">Notwithstanding the provisions as to time of payment as above set forth, you may at your sole option elect to have some or all of such amounts due you deferred to a date or dates of your choosing over a period
not to exceed three years, in which event the unpaid balances shall not bear interest during the deferred period elected by you.</font></p> <p><font size=2 face="Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Mitigation</u>. You shall not be
required to mitigate the amount of any payment due under Section 7 by seeking other employment. If you should accept a position with another employer after your date of termination and during the period of provision of benefits under Section 7, then
the Company shall have no further liability for the provision of benefits or further payments under Section 7(b)(iv) and (v), and the remaining term of this Agreement for purposes of Section 7(b)(vi) will terminate as of the date of your new
employment.</font></p> <p><font size=2 face="Times New Roman">10.&nbsp;&nbsp;&nbsp;<u>Covenant for Confidentiality and Not to Compete</u>.</font></p> <p><font size=2 face="Times New Roman">You agree that as an executive of the Company, with
important responsibilities for and knowledge of its operations, your services are a valuable asset to the Company and that you have access to business information of material importance to the Company. Therefore, to protect the Company&#146;s
interest in you and in the integrity and success of its operations, you agree that during the term of this Agreement while employed by the Company you will keep all Company information confidential and will not enter into the employment of, or
invest in or contribute to, participate in the activities of, or act as consultant to or advise any enterprise in whatever form organized and carried on which is directly competitive with any business activity then conducted or planned by the
Company, provided, however, that you may make investments in publicly traded securities of any issuer if the securities owned represent less than 1% of the class of such securities of such issuer then issued and outstanding. You further agree that
for a period of one year following the termination of your employment with the Company you will continue to keep all Company information confidential and that you will not enter into the employment in an executive or consultant capacity or serve on
the Board of Directors of any enterprise in whatever form organized and carried on which is directly competitive with any business activity then conducted by the Company within the continental United States.</font></p> <p><font size=2
face="Times New Roman">11.&nbsp;&nbsp;&nbsp;<u>Successors; Binding Agreement</u>.</font></p> <p><font size=2 face="Times New Roman">(a)&nbsp;&nbsp;&nbsp;This Agreement shall be binding upon any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company. As used herein, &quot;Company&quot; shall mean the Company as hereinbefore defined and any successor to its business or assets as
aforesaid.</font></p> <p><font size=2 face="Times New Roman">(b)&nbsp;&nbsp;&nbsp;This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs,</font></p>
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<HR> <p><font size=2 face="Times New Roman">distributees, devisees and legatees. If you should die while any amounts are still payable to you hereunder, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there be not such designee, to your estate.</font></p> <p><font size=2 face="Times New Roman">12.&nbsp;&nbsp;&nbsp;<u>Notice</u>. For the purpose of this
Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by United States certified mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chief Executive Officer of Airborne or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.</font></p> <p><font size=2 face="Times New Roman">13.&nbsp;&nbsp;&nbsp;<u>Miscellaneous</u>. No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by you and the Chief Executive Officer of Airborne or such officer as may be specifically designated by the Board. No waiver by either
party hereto at any time of any breach of, or lack of compliance with, any conditions or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time.</font></p> <p><font size=2 face="Times New Roman">No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this
Agreement.</font></p> <p><font size=2 face="Times New Roman">This Agreement supercedes any prior agreement between the Company and you with respect to the matters set forth herein.</font></p> <p><font size=2 face="Times New Roman">The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington.</font></p> <p><font size=2 face="Times New Roman">14.&nbsp;&nbsp;&nbsp;<u>Validity</u>. The invalidity or unenforceability of
any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.</font></p> <p><font size=2
face="Times New Roman">15.&nbsp;&nbsp;&nbsp;<u>Counterparts</u>. This Agreement is to be executed in counterparts, each of which shall be deemed to be an original.</font></p>
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<HR> <p><font size=2 face="Times New Roman">If this letter correctly sets forth our agreements, sign and return to the Company the enclosed copy of this letter, retaining your copy for your files.</font></p>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">AIRBORNE, INC.</font> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">/s/ Robert S. Cline</font> <hr noshade width="100%" size="1"> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">Robert S. Cline</font> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">AIRBORNE EXPRESS, INC.</font> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">/s/ David C. Anderson</font> <hr noshade width="100%" size="1"> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">David C. Anderson</font> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">Vice President, General Counsel, and </font> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">Corporate Secretary</font></td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">/s/ Robert T. Christensen</font> <hr noshade width="100%" size="1"> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">Robert T. Christensen</font> </td>
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<td valign="top" width="33%"> <font size=2 face="Times New Roman">Vice President, Corporate Controller</font> </td>
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