Form of Directors Version
ATLAS AIR WORLDWIDE HOLDINGS, INC.
RESTRICTED SHARE AGREEMENT
THIS AGREEMENT, dated as of _______________, between Atlas Air
Worldwide Holdings, Inc., a Delaware corporation (the "COMPANY"), and
___________________ (the "DIRECTOR").
WHEREAS, the Director has been granted an award under the Company's
2004 Long Term Incentive and Share Award Plan (the "PLAN") as described below;
and
WHEREAS, the plan of reorganization for the Company became effective
on July 27, 2004 (the "EFFECTIVE DATE").
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good and valuable consideration, the parties
hereto agree as follows.
1. AWARD OF SHARES. Pursuant to the provisions of the Plan, the terms
of which are incorporated herein by reference, the Director is hereby awarded
_____ restricted shares (the "RESTRICTED SHARES") of the Company's Common Stock,
par value $.01 per share (the "AWARD"), subject to the terms and conditions of
the Plan and those herein set forth. The Award is granted as of _______________
(the "DATE OF Grant"). Capitalized terms used herein and not defined shall have
the meanings set forth in the Plan. In the event of any conflict between this
Agreement and the Plan, the Plan shall control.
2. VESTING OF AWARD; TREATMENT UPON TERMINATION OF SERVICE. Unless
otherwise provided by the Committee, all Awards of Restricted Shares under this
Agreement and all dividends and other amounts receivable in connection with any
adjustments to the Shares under Section 4(c) of the Plan shall be subject to the
vesting schedule in this Section 2.
(a) VESTING GENERALLY. Subject to the following provisions of
this Section 2 and the other terms and conditions of this Agreement, this Award
shall become vested in three (3) annual installments, with (i) the first
installment (equal to _____ of the Restricted Shares) vesting on _____, (ii) the
second installment (equal to _____ of the Restricted Shares) vesting on _____
and (iii) the third installment (equal to _____ of the Restricted Shares)
vesting on _____. In the event of Termination of Service of the Director for any
reason other than as set forth in Section 2(b) below, the Director shall be
vested in the portion, if any, of the Award in which the Director is vested at
the time of the Termination of Service under this Section 2(a). "TERMINATION OF
SERVICE", as it relates to the Director, means the termination of the Director's
directorship with the Company, its Subsidiaries and its Affiliates, as the case
may be, with (a) the Director ceasing to serve as a director of a Subsidiary of
the Company or one of its Affiliates being deemed to incur a Termination of
Service if the Subsidiary of the Company or Affiliate ceases to be such a
Subsidiary or an Affiliate, as the case may be, unless the Director immediately
thereafter becomes a director of the Company, another Subsidiary of the Company
or an Affiliate, and (b) transfers among the Company and its Subsidiaries and
Affiliates not being considered a Termination of Service.
(b) TERMINATION. In the event of Termination of Service of the
Director by reason of the Director's death or Disability (as defined below), the
Award shall become immediately vested in full. For purposes of this Agreement, a
Termination of Service shall be due to "DISABILITY" of the Director if upon such
Termination of Service the Director qualifies for long term disability benefits
under the Company's Long Term Disability Plan.
(c) CHANGE IN CONTROL. Notwithstanding any provision of this
Section 2 to the contrary, the Award shall become immediately vested in full
upon a Change in Control of the Company (as defined below). For purposes of this
Agreement, "CHANGE IN CONTROL OF THE COMPANY" means and shall be deemed to have
occurred if (i) any Person (within the meaning of the Exchange Act) or any two
(2) or more Persons acting in concert shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Company (or other securities convertible
into voting securities of the Company) representing 40% or more of the combined
voting power of all securities of the Company entitled to vote in the election
of directors, other than securities having such power only by reason of the
happening of a contingency, or (ii) the Board of Directors of the Company shall
not consist of a majority of Continuing Directors. For purposes of this
Agreement, "CONTINUING DIRECTORS" shall mean the directors of the Company on the
date hereof, and any person becoming a director after the date hereof, if such
other director's nomination for election to the Board of Directors of the
Company is recommended by a majority of the then Continuing Directors.
(d) FORFEITURE. That portion of the Award which is not vested
immediately following the Director's Termination of Service, as described above,
shall be immediately forfeited to the Company.
3. OTHER TERMS AND CONDITIONS. It is understood and agreed that the
Award of Restricted Shares evidenced hereby is subject to the following terms
and conditions:
(a) CERTIFICATES. [If any Restricted Shares vest on the Effective
Date] a certificate for such Restricted Shares shall be delivered to the
Director following his execution of this Agreement. Restricted Shares scheduled
to vest [on a date other than the Effective Date] shall be registered in the
name of the Director and deposited with the Company, or its designee, together
with a stock power
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endorsed in blank by the Director, and shall bear the following legend
disclosing the restrictions imposed on such Restricted Shares by this Agreement
(the "RESTRICTIVE LEGEND"):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS AND MAY BE SUBJECT TO
REACQUISITION BY THE COMPANY UNDER THE TERMS OF THAT
CERTAIN RESTRICTED SHARE AGREEMENT BY AND BETWEEN
Atlas Air Worldwide Holdings, Inc. (THE "COMPANY")
AND THE HOLDER OF THE SECURITIES. PRIOR TO LAPSE OF
RESTRICTIONS AND VESTING OF OWNERSHIP IN THE
SECURITIES, THEY MAY NOT BE DIRECTLY OR INDIRECTLY
SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE ENCUMBERED OR DISPOSED OF UNDER ANY
CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED
AGREEMENT ARE ON FILE AT THE OFFICES OF THE COMPANY.
Upon the vesting of Restricted Shares pursuant to Section 2 hereof, the
certificates evidencing such vested Shares not bearing the Restrictive Legend
shall be delivered to the Director or other evidence of vested Shares shall be
provided to the Director.
The certificates representing the Restricted Shares delivered to
the Director as contemplated hereby also shall be subject to the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Restricted Shares are then listed, and any
applicable federal or state laws, and the Company may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions.
(b) RIGHTS OF A STOCKHOLDER. Prior to the time a Restricted Share
is fully vested hereunder, the Director shall have no right to transfer, pledge,
hypothecate or otherwise encumber or dispose of such Restricted Share. During
such period, the Director shall have all other rights of a stockholder,
including, but not limited to, the right to vote and to receive dividends
(subject to Section 2 hereof) at the time paid on such Restricted Shares.
(c) NO RIGHT TO CONTINUED DIRECTORSHIP. This Award shall not
confer upon the Director any right to continue as a director of the Company.
4. TRANSFER OF SHARES. The Shares delivered hereunder, or any interest
therein, may be sold, assigned, pledged, hypothecated, encumbered, or
transferred or disposed of in any other manner, in whole or in part, only in
compliance with the terms, conditions and restrictions as set forth in the
governing instruments of the Company, applicable federal and state securities
laws or any other applicable laws or regulations and the terms and conditions
hereof.
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5. EXPENSES OF ISSUANCE OF SHARES. The issuance of stock certificates
hereunder shall be without charge to the Director. The Company shall pay, and
indemnify the Director from and against any issuance, stamp or documentary taxes
(other than transfer taxes) or charges imposed by any governmental body, agency
or official (other than income taxes) by reason of the issuance of Shares.
6. TAX WITHHOLDING [intentionally omitted]
7. REFERENCES. References herein to rights and obligations of
the Director shall apply, where appropriate, to the Director's legal
representative or estate without regard to whether specific reference to such
legal representative or estate is contained in a particular provision of this
Agreement.
8. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If to the Company:
Atlas Air Worldwide Holdings, Inc.
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Attn.: General Counsel
If to the Director:
At the Director's most recent address shown on the
Company's corporate records, or at any other address
which the Director may specify in a notice delivered
to the Company in the manner set forth herein.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of New York, without giving effect to principles of
conflict of laws.
10. COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.
11. WAIVER AND ACKNOWLEDGEMENT. The Director agrees that the Plan
supercedes and replaces all prior stock option and share incentive plans of the
Company, and hereby waives any entitlement to any shares or options under any
incentive plan other than the
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Plan, and further agrees that Director has no right under any
agreement to any options or stock of the Company except as specifically set
forth in the Plan.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
ATLAS AIR WORLDWIDE HOLDINGS, INC.
By:
______________________________
Name:
Title:
__________________________________
Name of Director:
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