exv10w4






Exhibit 10.4




ATLAS AIR WORLDWIDE HOLDINGS, INC.




BENEFITS PROGRAM



EXECUTIVE VICE PRESIDENTS



AND



SENIOR VICE PRESIDENTS



Amended and Restated as of July 1, 2011



 









 




          This document describes the benefits program for individuals employed as Executive Vice
Presidents or Senior Vice Presidents of Atlas Air, Inc. (“Atlas”), Polar Air Cargo Worldwide, Inc.
(“Polar”) and Titan Aviation Leasing, Ltd. (“Titan”) (such individuals are hereinafter referred to
as “Executives”), as in effect on July 1, 2011 and amends and restates the document dated December
31, 2008. Individuals employed as Executive Vice Presidents or Senior Vice Presidents by other
subsidiaries of Atlas Air Worldwide Holdings, Inc. (“Holdings,” and collectively with Atlas, Polar
and Titan, the “Company”) may participate in this program only if expressly approved for such
participation by the Compensation Committee of 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 company employing the Executive.



I. Annual Salary.



          The Executive will receive a base annual salary (“Base Annual Salary”) reviewed annually for
possible increases by the Compensation Committee. Included among other considerations in the annual
review will be the Executive’s individual job performance. Increases, if any, shall be at the
discretion of the Compensation Committee.



II. Bonus Plan.



          The Executive shall be eligible to participate in Holdings’ Annual Incentive Plan or successor
plan at the Executive Vice President or Senior Vice President level, as appropriate. The level of
the bonus available to the Executive 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 Compensation Committee. A fuller description of how corporate and
individual performance operate in tandem to determine the calculation of bonuses is described in
the Annual Incentive Plan. The Annual Incentive Plan document is developed by the 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 Executive to earn a target
bonus equal to at least 75% of Base Annual Salary for Senior Vice Presidents and at least 85% for
Executive Vice Presidents, as may be adjusted upward by the Compensation Committee. Lesser
corporate or individual performance may cause bonus payments to be in an amount less than 75% or
85%, as applicable, of such Base Annual Salary or result in no bonus being payable. Greater
corporate and individual performances may result in the bonus being more than 75% or 85%, as
applicable, of such Base Annual Salary. When the bonus payment reaches more than 75% or 85%, as
applicable, of such 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. 2007 Incentive Plan, as may be amended or
superseded. Any bonus paid to Executive 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, but in no event
later than March 15 of the year following the applicable year.



 









 








III. Health Benefits.



          The Executive and Executive’s dependents shall be entitled to participate in the health
insurance plan offered by Executive’s Employer, provided that the Executive and the Employer will
each contribute to the Executive’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, including the Consolidated Omnibus Budget Reconciliation Act of 1985, as may be amended
or superseded (“COBRA”).



IV. Severance.



          A. If the Executive’s employment is terminated by the Employer for reasons other than Cause
(as defined below) or if the Executive resigns for Good Reason (as defined below), and subject to
the Executive’s execution of a release upon terms and conditions reasonably acceptable to the
Employer and Executive (such acceptance not to be unreasonably withheld), which release must be
presented to Executive, executed, no longer be subject to revocation, and become effective no later
than the sixtieth (60th) day following the date of termination, then the Executive shall be
entitled to:


          (i) receive a severance payment equal to eighteen (18) months of the Executive’s monthly Base
Annual Salary for Senior Vice Presidents and twenty four (24) months of the Executive’s Base Annual
Salary for Executive Vice Presidents, and except as otherwise required by Section XI below, all
severance pay to which the Executive is entitled shall be in the form of salary continuation,
payable in accordance with the normal payroll practices of the Employer for its executives (each
such payment to be treated as a separate payment under Section 409A of the Internal Revenue Code),
with the first payment, which shall be retroactive to the day immediately following the date the
Executive’s employment terminated, being due and payable on the later of the sixty-first (61st) day
following the date of termination or the date specified in Section XI below (if applicable) (the
“Lump-Sum Payment Date);


          (ii) continued coverage at Executive’s expense under the Employer’s health (medical,
dental and vision) benefit plan in accordance with Section III for a period of twelve (12) months
from the date of termination (with COBRA coverage to follow thereafter, if timely elected);
provided, however, that any such continued coverage shall cease in the event the Executive
obtains comparable coverage in connection with subsequent employment; and


          (iii) assuming the Executive’s employment is terminated without Cause (as defined
below) or is for Good Reason (as defined below), the Executive shall be entitled to receive a
payment with respect to an annual bonus award under the Annual Incentive Plan for the year in which
such termination occurred, as if Executive had been employed by Employer
on the last day of such year in an amount equal to the lesser of (1) the amount Executive
would have received if Executive was employed by Employer on the last day of the such year, based
upon actual company performance measured pursuant to the Annual Incentive Plan (and assuming for
such purpose that 50% of any individual business objectives have been achieved), or (2) Executive’s
target bonus percentage, such payment shall be subject to all terms and conditions of the Annual
Incentive Plan under which the



 









 








award was granted, including without limitation any provisions related to whether all required
performance measures for the payment of an award have been satisfied and the provisions of the
Annual Incentive Plan regarding time of payment of such award.



          The above benefits are in addition to the Executive’s right to receive accrued but unused
vacation pay through the date the employment period terminates, and all other benefits in which the
Executive is vested pursuant to other plans and programs of the Company at the time of the
Executive’s date of termination.


          Upon the death of Executive while severance payments are due to Executive, the Executive’s
personal representative shall be entitled to the unpaid severance payments described in this
Section IV.A and Executive’s spouse and covered dependents, if any, shall be entitled to the
health benefit coverage described in this Section IV.A, except that the remaining severance
payments under this Section IV.A shall be made in a lump sum within (10) days immediately following
the Executive’s date of death.


          An Executive will be treated as having resigned for Good Reason only if he or she provides
Employer with a Notice of Termination within 90 days of the initial existence of one of the
conditions described in the definition of Good Reason below, following which the Employer shall
have 30 days from the receipt of the Notice of Termination to cure the event specified in the
Notice of Termination and, if Employer fails to so cure the event, the Executive terminates his or
her employment not later than thirty (30) days following the end of such cure period.


          B. If the Executive’s employment is terminated by the Employer for Cause or if the
Executive resigns but not for Good Reason, the Executive shall be entitled to receive only the
Executive’s accrued but unpaid Base Annual Salary as of the date of termination.


          C. If the Executive’s employment is terminated as a result of Permanent Disability
(as defined below), the Executive shall be entitled to receive the Executive’s accrued but unpaid
Base Annual Salary as of the date of termination, the benefits described in Section IV.A above
(payable in accordance with the payment rules of 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 Executive subject to this
Benefits Program, any of (i) a reduction in the Executive’s Base Annual Salary from the Base Annual
Salary the previous year, except where such reduction is part of a general salary reduction for the
Employer, or Executive ceasing to be eligible for an annual bonus under the Annual Incentive Plan,
(ii) the Executive ceasing to hold the title of Executive Vice President or Senior Vice President,
as the case may be, 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 Executive to earn the same bonus under the Annual Incentive Plan for which the
Executive was previously eligible.


          E. “Cause” as used herein shall mean (i) any act or acts of material dishonesty by
the Executive, (ii) the failure of the Executive to comply with any of the Executive’s material
obligations to the Employer within ten (10) days of written notice from the Employer, (iii) any
material violations by the Executive of the Employer’s corporate




 









 








policies as set forth in the Employer’s compliance manual or program, employee handbook or related
corporate policies, provided that, if such violation is subject to cure, the Executive shall have
ten (10) days within which to cure such violation, or (iv) the conviction of or “no contest” plea
by the Executive to any misdemeanor of moral turpitude or any felony.



          F. “Permanent Disability” as used herein shall be deemed to have been sustained by the
Executive if the Executive shall have been continuously disabled from performing the duties
assigned to the Executive 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. Notwithstanding the foregoing, in the event that, as a result of an
absence because of mental or physical incapacity or other impairment, the Executive incurs an
earlier “separation from service” within the meaning of Section 409A of the Internal Revenue Code,
as may be amended (“Section 409A”), the Executive shall on such date automatically be terminated
from employment as a result of Permanent Disability.



V. Change of Control.





	 	A.	 	If, within the twelve-month period immediately following a Change of Control
(defined below), the Executive’s employment is terminated by the Employer for reasons
other than Cause or if the Executive resigns for Good Reason, and subject to the
Executive’s execution of a general release upon terms and conditions consistent with this
Agreement and acceptable to the Employer and Executive (such acceptance not to be
unreasonably withheld), which release must be presented to Executive upon or promptly
after termination of the Executive’s employment, fully executed, no longer subject to
revocation, and become effective no later than the sixtieth (60th) day
following the date on which the Executive’s employment terminates, then the Executive
shall be entitled to the compensation and benefit coverage set forth in Section IV.A
above, except that the severance payments in Section IV.A shall be in the form of a
single lump-sum payment payable on the Lump-Sum
Payment Date in an amount equal to thirty six (36) months of the Executive Vice President’s
Base Annual Salary or twenty four (24) months of the Senior Vice President’s Base Annual
Salary, as applicable.
	 
	 	B.	 	If, within the six-month period immediately following a termination of the
Executive’s employment by Employer for reasons other than Cause or by the Executive for
Good Reason, a Change of Control occurs, then, in addition to the payment set forth in
Section IV.A above (which shall be paid in the manner specified in Section IV.A above),
and subject to satisfaction by the Executive of the release requirements of Section IV.A
above, the Executive shall receive a lump-sum payment on the Lump-Sum Payment Date equal
to twelve (12) months (in the case of an Executive Vice President) or six (6) months (in
the case of a Senior Vice President) of the Executive’s Annual Base Salary, as
applicable.
	 
	 	C.	 	For purposes of this Benefits Program, “Change in Control of the Company” means a
“change in control event” (as that term is defined at Section 1.409A- 3(i)(5) of the
Treasury Regulations) with respect to the Company, which generally will include the
following events, subject to such additional rules




 









 






	 	 	 	and requirements as may be set forth in the Treasury Regulations and related guidance:




          (1) a transfer or issuance of stock of the Company, where stock in the Company
remains outstanding after the transaction, and one person, or more than one person acting as a
group (as determined under the Treasury Regulations), acquires ownership of stock in the Company
that, together with stock held by such person or group, constitutes more than 50% of the total fair
market value or total voting power of the stock of the Company (however, if a person or group is
considered to own more than 50% of the total fair market value or 30% of the total voting power of
the stock of the Company, the acquisition of additional stock by the same person or group will not
be considered a change in control for purposes of this Section 2(f));


          (2) the acquisition by a person or group, during the 12-month period ending on the date of the
most recent acquisition by such person or group, of ownership of stock possessing 30% or more of
the total voting power of the Company (however, if a person or group is considered to control the
Company within the meaning of this sentence (i.e., owns stock of the Company possessing 30% of the
total voting power of the Company), then the acquisition of additional control will not be
considered a change in control for purposes of this Section 2(1));


          (3) the replacement of a majority of members of the Company’s Board of Directors during any
12-month period by directors whose appointment or election is not endorsed by a majority of the
members of the Company’s Board of Directors before the appointment or election; or


          (4) the acquisition by a person or group, during the 12-month period ending on the date of the
most recent acquisition by such person or group, of assets from the Company that have a total gross
fair market value equal to or more than 40% of the total gross fair market value of all the assets
of the Company, as determined under the Treasury Regulations (however, a transfer of assets to
certain related persons, as provided under the Treasury Regulations, or to an entity that is
controlled by the shareholders of the Company immediately after the transfer, will not be
considered a change in control for purposes of this Section 2(f)).



VI. Vacation.





	 	 	The Executive shall be entitled to four weeks of paid vacation per year, prorated for partial
years of employment.





VII. 401(k) Plan and other benefits.



          The Executive 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 Executives or other employees of
the Employer, as determined by the Compensation Committee, as well as an annual executive physical.



VIII. Non-Competition



          As a condition of employment and participation in this Benefits Program, the Executive shall
execute a Non-Competition Agreement in a form approved by Holdings.




 









 








IX. Principal Residence



          The Executive shall be required to maintain his or her principal residence in the Purchase,
New York area, except as may be otherwise expressly agreed in Section X, below, based upon
Employer’s specific business need.



X. Variations from Benefits Program



          Any variation from the provisions of this Benefits Program (whether by separate employment
agreement otherwise) shall be effective only if such variation is contained in a writing provided
to the affected Executive and signed by the CEO, President or Chief Human Resources Officer of
Holdings or of the Employer; provided, however, that no such modification or amendment after the
date on which the Executive’s employment has been terminated for reasons other than Cause, for Good
Reason or after the occurrence of a Change in Control shall adversely affect an Executive’s
entitlement to severance benefits under Sections IV or V above.



XI. Section 409A.



          Notwithstanding anything to the contrary in this Benefits Program, if at the time of an
Executive’s termination of employment, the Executive is a “specified employee,” as defined below,
any and all amounts payable under this Benefits Program on account of such separation from service
that constitute deferred compensation and would (but for this provision) be payable within six (6)
months following the date of termination, shall instead be paid on the next business day following
the expiration of such six (6) month period or, if earlier, upon the Executive’s death; except (A)
to the extent of amounts that do not constitute a deferral of compensation within the meaning of
Treasury regulation Section 1.409A-1 (b) (including without limitation by reason of the safe harbor
set forth in Section 1.409A-1 (b)(9)(iii), as determined by the Company in its reasonable good
faith discretion); (B) benefits that qualify as excepted welfare benefits pursuant to Treasury
regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the
requirements of Section 409A.


          For purposes of this Benefits Program, all references to “termination of employment” and
correlative phrases shall be construed to require a “separation from service” (as defined in
Section 1.409A-1 (h) of the Treasury regulations after giving effect to the presumptions contained
therein), and the term “specified employee” means an individual determined by the Company to be a
specified employee under Treasury regulation Section 1.409A-l(i).


          Each payment made under this Benefits Program shall be treated as a separate payment and the
right to a series of installment payments under this Benefits Program is to be treated as a right
to a series of separate payments.


          In no event shall the Company have any liability relating to the failure or alleged failure of
any payment or benefit under this Benefits Program to comply with, or be exempt from, the
requirements of Section 409A.