exv10w2






Exhibit 10.2




AMENDMENT No.2 TO EMPLOYMENT AGREEMENT




     This Amendment No. 2 (this “Amendment”) is entered into as of this 1st day of July, 2011, by
and between Atlas Air, Inc., a Delaware corporation (“Atlas”), and John W. Dietrich (the
“Employee”).



     WHEREAS, the parties hereto previously entered into an amended and restated employment
agreement dated as of September 8, 2006, as amended on December 31, 2008 (as amended, the
“Employment Agreement”); and



     WHEREAS, the parties hereto wish to amend the Employment Agreement in accordance with the
terms set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Section 1.4 of the Employment Agreement is amended in its entirety to read as follows:




     “1.4. “Change in Control” 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,
subject to such additional rules and requirements as may be set forth from time to time in
the Treasury Regulations and related guidance.”



     2. Section 4.1 of the Employment Agreement is amended by adding at the end thereof the following:




     “Employee will be treated as having resigned for Good Reason only if he provides the
Company with a notice of termination within 90 days of the initial existence of one of the
conditions described in the definition of Good Reason above, following which the Company
shall have 30 days from the receipt of the notice of termination to cure the event
specified in the notice of termination and, if the Company fails to so cure the event,
Employee terminates his employment not later than 30 days following the end of such cure
period.”



     3. Section 4.2(a)(i) of the Employment Agreement is amended in its entirety to read as follows:




     ”(a) If the Employment Period is terminated by Atlas for reasons other than Cause or if
the Employment Period is terminated by the Employee for Good Reason, and subject to the
Employee’s execution and the effectiveness of a general release no later than the sixtieth
(60th) day following the date upon which the Employment Period terminates upon
terms and conditions consistent with this Agreement and acceptable to Atlas and Employee,
which release must be presented to Employee upon or promptly after termination of the
Employment Period, then the Employee shall be entitled to receive:



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	 	(i)	 	an amount equal to twenty four (24) months of the Employee’s
then-current monthly Base Salary, payable in a lump-sum on the first day
of the seventh month following the date on which the Employment Period
terminates (the “Lump-Sum Payment Date”);





     4. Section 4.2(a)(iii) of the Employment Agreement is amended in its entirety to read as follows:



          “continued coverage at Employee’s expense under the Employer’s health (medical, dental and
vision) benefit plan in accordance with Section 3.4 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 Employee obtains
comparable coverage in connection with subsequent employment.”




     5. Section 4.2(a) is amended by adding the following new subsection after subsection (iii) there of :



     “; and (iv) assuming such termination is without Cause (as defined in this Agreement) or is
for Good Reason (as defined in this Agreement), to receive a payment with respect to an annual
bonus award for the year in which such termination occurred, as if he or she had been employed by
Atlas on the last day of such year in an amount equal to the lesser of (1) the amount he would have
received if he was employed by Atlas on the last day of the such year, based upon actual
performance measured pursuant to the plan (and assuming for such purpose that 50% of any individual
business objectives have been achieved), or (2) his target bonus percentage, such payment shall be
subject to all terms and conditions of the 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 plan regarding time of payment of
such award.”



     6. Section 4.2(e) of the Employment Agreement is amended in its entirety to read as follows:




     “(e) (i) If, within the twelve-month period immediately
following a Change of Control, the Employment Period is terminated by Atlas for reasons
other than Cause or if the Employment Period is terminated by the Employee for Good Reason,
and subject to the Employee’s execution and the effectiveness of a general release no later
than the sixtieth (60th) day following upon terms and conditions consistent with
this Agreement and acceptable to Atlas and Employee (such acceptance not to be unreasonably
withheld), which release must be presented to Employee upon or promptly after termination of
the Employment Period, then the Employee shall be entitled to (and not in addition to) the
compensation, relocation benefits, and benefit coverage set forth in Section 4.2(a) above,
except that the amount of the lump-sum payment under Section 4.2(a)(i) above shall be equal
to thirty six (36) months of the Employee’s then-current monthly Base Salary.



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     (ii) If, within the six-month period immediately following a termination of the
Employment Period by Atlas for reasons other than Cause or by the Employee for Good
Reason, a Change of Control occurs, and subject to satisfaction by the Executive of the
release requirements of Section 4.2(e)(i) above, then, in addition to the lump-sum payment
set forth in Section 4.2(a)(i) above, the Employee shall receive a lump-sum payment on the
Lump-Sum Payment Date equal to twelve (12) months of the Employee’s then-current monthly
Base Salary.



     7. Continued Validity of the Employment Agreement. Except as amended and superseded by
this Amendment, the Employment Agreement will remain in full force and effect, will continue to
bind the parties hereto, and will continue to govern the terms and conditions of the Employee’s
continued employment with Atlas. To the extent that the terms of this Amendment conflict or are
inconsistent with the terms of the Employment Agreement, the terms of this Amendment will govern.
Nothing in this Amendment shall be interpreted to limit the Employee from participating in any
plans or programs offered by Atlas to senior executives and not specifically referenced in the
Employment Agreement as amended by this Amendment.



     8. Amendment Effective Date. This Amendment will become binding and effective on July
1,2011.



     9. Governing Law. This Amendment will be governed by and construed in accordance with
the laws of the State of New York, without reference to principles of conflict of law.



     10. Counterparts. This Amendment may be executed in several counterparts, each of
which will be deemed to be an original, and all such counterparts when taken together will
constitute one and the same original.



[SIGNATURE PAGE FOLLOWS]



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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 your Employment
Agreement on the day and year first written above.



	 	 	 	 	 
	 	ATLAS AIR, INC.

 	 
	 	By:  	/s/ Adam R. Kokas
 	 
	 	 	Adam R. Kokas, 	 
	 	 	Senior Vice President,General Counsel and Chief Human Resources Officer 	 
	 
	 	 	John W. Dietrich

 	 
	 	 	/s/ John W. Dietrich
 	 
	 	 	John W. Dietrich 	 
	 	 	 	 
	 




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