EX-10.22.1
ATLAS AIR WORLDWIDE HOLDINGS, INC.
BENEFITS PROGRAM
VICE PRESIDENTS
As of March 1, 2005
ATLAS AIR WORLDWIDE HOLDINGS, INC.
This document describes the benefits program for individuals employed as
Vice Presidents of Atlas Air, Inc. ("Atlas") and Polar Air Cargo, Inc.
("Polar"), as in effect on March 1, 2005. Individuals employed as Vice
Presidents employed by other subsidiaries of Atlas Air Worldwide Holdings, Inc.
("Holdings") may participate in this program only if expressly approved for such
participation by the Board of Directors of Holdings. All references in this
document to the Compensation Committee or the Board of Directors refers to those
bodies of Holdings. All references to the Employer are to the corporation
employing the Vice President.
I. ANNUAL SALARY.
The Vice President will receive a base annual salary ("Base Annual Salary")
reviewed annually for possible increases by the Compensation Committee, subject
to the approval of the Board of Directors. Included among other considerations
in the annual review will be the Vice President's individual job performance.
Increases, if any shall be at the discretion of Holdings.
II. BONUS PLAN.
The Vice President shall be eligible to participate in Holdings' Annual
Incentive Plan or successor plan at the Vice President level. The level of the
bonus available to the Vice President will be set forth in the Annual Incentive
Plan and will be awarded in consideration of individual and corporate
performance based on performance goals and objectives determined by the Holdings
Compensation Committee. A fuller description of how corporate and individual
performance operate in tandem to determine the calculation of bonuses will be
described in the Annual Incentive Plan. The Annual Incentive Plan document will
be developed by the Holdings Compensation Committee and is subject to amendment
from time to time with changes as adopted by the Compensation Committee or full
Board of Directors of Holdings. As further described in the Annual Incentive
Plan, corporate and individual performance in combination may permit the Vice
President to earn a target bonus equal to 50% of Base Annual Salary. Lesser
corporate or individual performance may cause bonus payments to be in an amount
less than 50% of Base Annual Salary or result in no bonus being payable. Greater
corporate and individual performances may result in the bonus being more than
50% of Base Annual Salary. When the bonus payment reaches more than 50% of Base
Annual Salary, the Employer reserves the right to pay some or all of the portion
of the bonus that is above 50% of Base Annual Salary in Holdings unrestricted
company stock payable under the Atlas Air Worldwide Holdings, Inc. 2004 Long
Term Incentive and Share Award Plan. Any bonus paid under the Annual Incentive
Plan will be paid no later than two weeks following the completion of the
year-end audit for the applicable year.
III HEALTH BENEFITS.
The Vice President and Vice President's dependents shall be entitled to
participate in the health insurance plan offered by Vice President's Employer,
provided that the Vice President and the Employer will each contribute to the
Vice President's monthly premium as provided by such
plan. The Employer reserves the right to discontinue any health insurance plan
at any time with the understanding that the Employer will comply in full measure
with all state and federal laws regarding continuation of coverage under the
Consolidated Omnibus Budget Reconciliation Act.
IV. SEVERANCE.
A. If the Vice President's employment is terminated by the Employer for
reasons other than Cause or if the Vice President resigns for Good Reason, and
subject to the Vice President's execution of a release upon terms and conditions
acceptable to the Employer, the Vice President shall be entitled to: (i) receive
a severance payment equal to nine (9) months of the Vice President's monthly
Base Salary, payable in accordance with the Employer's normal pay schedule; and
(ii) continued coverage under the Employer's health benefit plan for a period
of'12 months from the date of termination; PROVIDED, HOWEVER, that any such
continued coverage shall cease in the event the Vice President obtains
comparable coverage in connection with subsequent employment, and to the extent
the Employer is unable to continue such coverage, the Employer shall provide the
Vice President with economically equivalent benefits determined on an after-tax
basis. The severance payment described in subsection (i) shall be payable to the
Vice President's personal representative in the event the Vice President
terminates employment as a result of death.
B. If the Vice President's employment is terminated by the Employer for
Cause or by the Vice President's resignation for other than Good Reason, the
Vice President shall be entitled to receive only the Vice President's accrued
but unpaid Base Salary as of the date of termination.
C. If the Vice President's employment is terminated as a result of
Permanent Disability, the Vice President shall be entitled to receive the Vice
President's accrued but unpaid Base Salary as of the date of termination, the
benefits described in Section IV.A, above, plus any benefits to which he is then
entitled under the Employer's disability program, if any.
D. "Good Reason" as used herein shall mean for any Vice President
subject to this Benefit Program, any of (i) a reduction in the Vice President's
Base Salary from the Base Salary the previous year, except where such reduction
is part of a general salary reduction for the Employer, (ii) the Vice
President's ceasing to hold the title of Vice President, other than through
promotion or through reassignment to another job title of comparable
responsibility, and (iii) any reduction in job responsibilities which diminishes
the opportunity for the Vice President to earn the same bonus under the Annual
Incentive Plan for which the Vice President was previously eligible.
E. "Cause" as used herein shall mean (i) any act or acts of material
dishonesty by the Vice President, (ii) the failure of the Vice President to
comply with any of the Vice President's material obligations within ten (10)
days of written notice from the Employer, (iii) any material violations by Vice
President of the Employer's corporate policies as set forth in the Employer's
Compliance Manual, employee Handbook or related corporate policies; provided
that, if such violation is subject to cure, Vice President shal1 have ten (10)
days within which to cure such- violation, or (iv) the conviction of or "no
contest" plea by the Vice President to any misdemeanor of moral turpitude or any
felony.
F. "Permanent Disability" as used herein shall be deemed to have been
sustained by the Vice President if the Vice President shall have been
continuously disabled from performing the duties assigned to the Vice President
for a period of six (6) consecutive calendar months, and such Permanent
Disability shall be deemed to have commenced on the day following the end of
such six (6) consecutive calendar months.
V. VACATION.
The Vice President shall be entitled to four weeks of paid vacation per year,
prorated for partial years of employment.
VI. 401(K) PLAN AND OTHER BENEFITS.
The Vice President shall be eligible to participate in the Employer's 401(k)
plan and any other pension or welfare plan generally available from time to time
to employees of the Employer, as determined by the Compensation Committee and
approved by the Board of Directors.
VII. NON-COMPETITION.
As a condition of employment and participation in this Benefits Program, the
Vice President shall execute a Non-Competition Agreement in a form approved by
Holdings.
VIII. PRINCIPAL RESIDENCE
Vice Presidents shall be required to maintain their principal residence in the
Purchase, New York area.
IX. VARIATIONS FROM BENEFITS PROGRAM.
Any variation from the provisions of this Benefit Program shall be effective
only if such variation is contained in a writing provided to the affected Vice
President and signed by the President of the Employer.