Exhibit 10.7
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AMENDMENT TWO
TO THE
EMPLOYMENT AGREEMENT
THIS AMENDMENT TWO, dated May 1, 2001, to the Employment Agreement dated
August 1, 1998, as amended and restated on January 22, 1999 (as amended, the
"Agreement"), between World Airways, Inc., a Delaware corporation ("World" or
the "Company"), and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇").
WHEREAS, the original Agreement provided ▇▇. ▇▇▇▇▇▇ the opportunity to
terminate the Agreement for Good Reason if, among other things, the Company
relocated its general and administrative offices to an area other than the
Washington, D.C. Standard Metropolitan Statistical Area; and
WHEREAS, the Company does not want ▇▇. ▇▇▇▇▇▇ to terminate his employment
for Good Reason at this time; and
WHEREAS, after the relocation of Company headquarters to Peachtree City,
Georgia, ▇▇. ▇▇▇▇▇▇ wishes to have the same protection in the event the
Company's headquarters are moved outside the Atlanta Standard Metropolitan
Statistical Area; and
WHEREAS, in order to provide stability for both the Company and ▇▇. ▇▇▇▇▇▇
after the relocation of Company headquarters to Peachtree City, Georgia, both
parties wish to extend the Term of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other mutual
covenants and promises contained herein, the sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Effective May 1, 2001, Section 2. Term is deleted in its entirety and
replaced with the following:
Section 2. Term. The period of employment shall be from May 1, 2001
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through December 31, 2004, unless further extended or sooner terminated as
hereafter set forth. In the absence of notice from the Chairman of the
Board ("Chairman") that this Agreement will not be renewed, this Agreement
shall be renewed on the same terms and conditions for one year from the
date of expiration. Not later than July 1, 2004, ▇▇▇▇▇▇ shall initiate
discussion with the Chairman regarding the renewal of this Agreement. At
that time, if ▇▇▇▇▇▇ wishes to renew this Agreement on different terms,
▇▇▇▇▇▇ shall give written notice to the Chairman. If the Chairman does not
wish to renew this Agreement, or wishes to renew this Agreement on
different terms, the Chairman shall give written notice to ▇▇▇▇▇▇ not
later than July 31, 2004. If the Chairman gives such a notice and the
parties do not agree in writing to an extension of this Agreement, it
will expire at the end of the Term.
2. In section 5(e), Termination, By ▇▇▇▇▇▇ for Good Reason, beginning on the
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fourth line, delete "Washington D.C. Standard Metropolitan Statistical Area"
and replace it with "Atlanta, Georgia, Standard Metropolitan Statistical
Area."
3. Except as amended hereby, all of the terms and conditions set forth in the
Agreement shall remain the same and in full force and effect. Capitalized
terms used but not defined herein shall have the same meaning as in the
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Number Two as of the date and year first above written.
WORLD AIRWAYS, INC.
By: ___________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and CEO
___________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.