Exhibit 10.19
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WORLD AIRWAYS, INC. RESTRICTED STOCK PLAN FOR ELIGIBLE EMPLOYEES
AWARD AGREEMENT
This Agreement, effective as of the Effective Date set forth on Attachment A, is
between World Airways, Inc., a corporation organized under the laws of the State
of Delaware (the "Company"), and the individual named on Attachment A, an
eligible employee of the company (the "Participant"). This Agreement is made
pursuant to the terms and conditions of the World Airways, Inc. Restricted Stock
Plan For Eligible Employees (the "Plan"), a copy of which will be provided to
the Participant upon request.
1. The Plan. This Award is granted pursuant to the Plan, the provisions of
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which are incorporated into this Award Agreement by reference, and in
the event of any conflict between this Award Agreement and the Plan, the
terms of the plan shall govern.
2. Grant of Award. The Company grants to the Participant the number of
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shares of Common Stock ($0.01 per value) of the Company (the "Restricted
Stock") set forth in Attachment A on the Effective Date, on the terms
and conditions set forth in the Plan and in this Award Agreement (the
"Restricted Stock Award")
3. Restrictions. The shares comprising any Restricted Stock Award may not
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be sold, assigned, transferred, pledged, or otherwise dispose of or
encumbered either voluntarily or involuntarily until such shares have
vested or the Award is amended under Paragraph 7(k). Any such purported
sale, assignment, transfer, pledge or other disposition shall be null
and void.
4. Expiration.
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(a) Restrictions. The restrictions shall not lapse earlier than when the
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Restricted Stock shall become vested as provided in Paragraph 6.
(b) Award. This award shall expire upon a Participant's termination from
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employment with the Company occurring prior to the date on which the
Award becomes vested.
5. Issuance of Stock Certificate. In connection with this Award, the
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Company shall issue a certificate for the shares of Restricted Stock
registered in the Participant's name. The Participant will have the
option of either having the certificate issued directly to the
Participant or having the Company or a third party designated by the
Committee hold the certificate for the Participant until the
restrictions on such Restricted Stock have lapsed and the Restricted
Stock has vested in accordance with Paragraph 6.
6. Vesting. The Participant's Award of Restricted Stock granted in this
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Award Agreement shall vest as follows:
(a) The Restricted Stock shall become vested on the Vesting Date set forth
on Attachment A.
(b) Pursuant to Paragraph 7(k) the Committee may in its discretion provide
for an earlier termination of the Plan and accelerate the time at which
the Restricted Stock shall become vested.
(c) Notwithstanding the preceding, the Restricted Stock shall become vested
at the effective date of a Participant's Retirement, Disability, death,
resignation or involuntary termination by the Company without Cause in
accordance with the following formula. The number of vested shares shall
be determined by dividing the amount of earnings exchanged for stock by
$1.19375. If any such calculation results in a fractional share, the
fraction shall be rounded up to the next whole number for purposes of
determining the number of vested shares.
7. Miscellaneous Provisions.
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(a) Withholding Taxes. Upon the vesting of any Award, the Company shall have
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the right at its option to (i) require the Participant to pay or provide
for payment of the amount of any federal, state, local or employment
taxes which the Company may be required to withhold with respect to such
transaction or (ii) deduct from any amount payable in cash, including
wages, the amount of any such taxes which the Company may be required to
withhold with respect to such cash amount.
(b) No Rights as a Shareholder. The Participant shall have no rights us a
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shareholder with respect to any shares subject to this option until the
shares have become vested, except that the Participant may vote the
shares on any matter submitted for a vote to all shareholders of the
Company.
(c) No Employment Rights. Nothing in this Award Agreement shall be construed
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as giving the Participant the right to be retained as an employee of the
Company.
(d) Tax Election. Under Section 83 of the Internal Revenue Code of 1986 (the
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"Code), as a general rule the excess, is any, of the fair market value
of the shares of Restricted Stock on the date the risk of forfeiture
lapses ("Vesting"), over the amount paid for the shares of Restricted
Stock, is taxed as ordinary income to the optionee. The Participant
acknowledges that to the extent the shares of Restricted Stock have not
vested, the Participant may elect to be taxed at the time the shares of
Restricted Stock are awarded rather than when the shares of Restricted
Stock vest by filing with the Internal Revenue Service and election
under Section 83(b) of the Code within thirty (30) days of the
Restricted Stock Award Date (the date on which this Award Agreement is
mailed to the Participant). The Participant acknowledges that the
Participant's failure to make this filing in a timely manner may result
in the
Participant's recognition of ordinary income as the shares of Restricted
Stock become vested, in an amount equal to the fair market value of the
shares or Restricted Stock on the date of vesting over the amount, if
any, paid for the shares. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THEIR
SOLE AND EXCLUSIVE RESPONSIBILITY TO FILE IN A TIMELY MANNER ANY
ELECTION UNDER SECTION 83(b), AND THAT THE COMPANY SHALL BEAR NO
RESPONSIBILITY WHATSOEVER FOR THAT FILING. The Participant shall
promptly deliver to the Company a copy of any tax election relating to
the treatment of the shares of Restricted Stock under the Code.
(e) Further Assurances. Each party to this Award Agreement agrees to
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perform any and all further acts and to execute and deliver any
documents that may reasonably be necessary to carry out the provisions
of this Award Agreement.
(f) Attorney's Fees. In any legal action or other proceeding brought by
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either party to enforce or interpret the terms of this Award Agreement,
the prevailing party shall be entitled to recover reasonable attorney's
fees and costs.
(g) Confidentiality. The Participant agrees and acknowledges that the terms
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and conditions of this Award Agreement, including without limitation the
number of shares for which the Award has been granted, are confidential.
The Participant agrees that the Participant will not disclose these
terms and conditions to any third party, except to the Participant's
financial or legal advisors, tax preparer or family members, unless such
disclosure is required by law.
(h) Governing Law. This Award Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware applicable to
contracts made and performed within such State.
(i) Notices. Any notice or other communication under this Award Agreement
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must be in writing and shall be effective upon delivery by hand; or
three (3) business days after deposit in the United States mail, postage
prepaid, certified, or registered, and addressed to the Company or to
the Participant at the address set forth in Attachment A. Each party
shall be obligated to notify the other in writing of any change in that
party's address. Notice of change of address shall be effective only
when done in accordance with this Paragraph.
If to the Company to:
Attention: General Counsel
World Airways, Inc.
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(j) Entire Agreement. This Award Agreement and the Plan, together with those
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documents that are referenced in the Award Agreement, are intended to be
the final,
complete, and exclusive statement of the terms of the agreement between
the Participant and the Company with regard to the subject matter of
this Award Agreement. This Award Agreement and the Plan supersede all
other prior agreements, communications, and statements, whether written
or oral, express or implied, pertaining to that subject matter. This
Award Agreement and the Plan may not be contradicted by evidence of any
prior or contemporaneous statements or agreements, oral or written, and
may not be explained or supplemented by evidence of consistent
additional terms.
(k) Amendments. The Committee may waive conditions or limitations on this
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Award Agreement without the consent of the Participant and may make
other changes to the terms and conditions of the Award that do not
affect, in any manner materially adverse to the Participant, his or her
rights and benefits under the Award. Any amendment to this Award which
affects the Participant in any manner materially adverse to the
Participant, any rights or benefits of the Participant or obligations of
the Company granted under this Award Agreement shall not be made without
the written consent of the Participant.
(l) Severability. If any provision of this Award Agreement shall be held by
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a court of competent jurisdiction to be invalid and unenforceable, the
remaining provisions of this Award Agreement shall continue in effect.
(m) Interpretation. This Award Agreement shall be construed as a whole,
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according to its fair meaning, and not in favor of or against any party.
By way of example and not in limitation, this Award Agreement shall not
be construed in favor of the party receiving a benefit nor against the
party responsible for any particular language in this Award Agreement.
Captions are used for reference purposes only and should be ignored in
the interpretation of the Award Agreement. Unless the context requires
otherwise, all references in this Award Agreement to Paragraphs are to
the paragraphs of this Award Agreement.
The Company has duly executed this Award Agreement as of the date first written
above.
WORLD AIRWAYS, INC.
By:___________________
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Its: General Counsel