exv10w3






Exhibit 10.3




ATLAS AIR WORLDWIDE HOLDINGS, INC.




ANNUAL INCENTIVE PROGRAM



FOR SENIOR EXECUTIVES



Amended by Compensation Committee: As of July 1, 2011


















 





ATLAS AIR WORLDWIDE HOLDINGS, INC.




ANNUAL INCENTIVE PROGRAM




FOR SENIOR EXECUTIVES




Section 1. Purpose.




     The purpose of the Program is to set forth certain terms and conditions governing cash awards
made under Atlas Air Worldwide Holdings, Inc.’s (“AAWW”) 2007 Incentive Plan, as amended (the
“Plan”). The Program shall be treated for all purposes as a sub-plan or arrangement for the grant
of Cash Awards under the Plan. Awards under the Program are intended to qualify for the
performance-based compensation exception to the limitations on tax deductibility imposed by Section
162(m) of the Code and together with the applicable terms of the Plan and Program shall be
construed accordingly. The Program shall be effective as of January 1, 2007, and shall be
applicable for the 2007 Program Year and subsequent Program Years during the continuance of the
Plan unless amended or terminated by the Committee pursuant to Section 10. Capitalized terms not
defined herein shall have the meanings given in the Plan.



Section 2. Definitions.




     2.1. Award shall mean an opportunity to earn benefits under the Program.



     2.2. Atlas shall mean AAWW or its subsidiaries, as applicable.



     2.3. Base Salary shall mean an Eligible Employee’s actual base salary for the
applicable period.



     2.4. Board shall mean the Board of Directors of AAWW.



     2.5. Beneficiary shall mean a Participant’s beneficiary designated pursuant to Section
8.



     2.6. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.



     2.7. Committee shall mean the Compensation Committee of the Board.



     2.8. Eligible Employee means any of the Chief Executive Officer, President, Executive Vice Presidents and Senior Vice
Presidents of AAWW and such other Atlas senior executive officers as shall be designated by the
Committee.



     2.9. Participant shall mean any Eligible Employee during such Eligible Employee’s
period of participation in the Program.



     2.10. Program shall mean this Atlas Air Worldwide Holdings, Inc. Annual Incentive
Program for Senior Executives, as it may be amended from time to time.



     2.11. Program Year shall mean the calendar year.





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Section 3. Administration. 






     The Program shall be administered by the Committee. The Committee shall have full power and
authority in its sole discretion to construe and interpret the Program, establish and amend
administrative regulations to further the purpose of the Program, determine the extent to which
Award payments have been earned by virtue of satisfying the financial goal described in Section
5.2, determine whether to reduce under Sections 5.2(b) through 5.2(e), to the extent that cost
control, service reliability, management-business objectives and any other performance criteria
have not been satisfied, the amount otherwise payable under Section 5.2, determine whether to
settle a portion of the Award in Atlas stock and take any other action necessary to administer the
Program. All decisions, actions or interpretations of the Committee shall be final, conclusive,
and binding upon all Participants.



Section 4. Participation.




     Each Eligible Employee shall participate in the Program if he or she is employed as an
Eligible Employee on the first day of the Program Year. An individual who becomes an Eligible
Employee during a Program Year but prior to September 30 of the applicable year will participate
only with respect to Base Salary earned on and after the date he or she first becomes an Eligible
Employee. Any determination by the Committee to provide incentive compensation to an Eligible
Employee other than as described in the preceding two sentences shall be treated as a separate
award made outside the Program.



Section 5. Section 5: Determination of Awards.




     5.1. Target Bonus Award, Maximum Bonus Award. The maximum bonus payable under an
Award for each Program Year will be the lesser of (i) the dollar limit set forth in Section 4.c of
the Plan, and (ii) the following percentage of Base Salary for each Participant, as such
percentages may be increased by the Committee from time to time: two-hundred percent (200%) of Base
Salary for the Chief Executive Officer, one-hundred and seventy percent (170%) for Executive Vice
Presidents and one-hundred and fifty percent (150%) of Base Salary for each other Participant.



     5.2. Performance Measures. Payment under an Award is conditioned upon achievement of
the threshold Financial Goal, as described below. If the threshold Financial Goal is achieved, the
Award payment will be the maximum bonus amount described in Section 5.1 minus such adjustments, if
any, as the Committee determines to be appropriate to reflect levels of achievement with respect to
the Financial Goal (if that Goal is achieved at a level below the maximum level) and/or one or more
of the other factors described below and/or such other factors as shall be designated by the
Committee.




     (a) Financial Goal. The financial goal is based on Atlas’s pre-tax profits. For each
Program Year, the threshold pre-tax profit level (which must be met before any amounts will
be payable under Awards), the maximum pre-tax profit level, intermediate pre-tax profit
levels, and the percentage of each Participant’s target bonus award that will be deemed
achieved at each such profit level, will be determined by the Committee.




     (b) Cost Control Adjustment. The Committee may reduce maximum Award payments, if any,
to reflect the level of achievement of such cost control goal or goals as the Committee may
establish for the Program Year.



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     (c) Service Reliability. The Committee may also reduce maximum Award payments, if any,
to reflect the level of achievement of such service reliability factors as the Committee may
determine for the Program Year.




     (d) Management Business Objectives Adjustment. The Committee may also reduce maximum
Award payments, if any, to reflect the level of achievement of such individual management
business objectives as the Committee may determine in the case of any Participant for the
Program Year.




     (e) Effect of Corporate Transactions and other Exigencies. Without limiting the
generality of the foregoing, the Committee shall have the authority, to the extent
consistent with the requirements for satisfying the performance-based compensation exception
under 162(m) of the Code, to identify objectively determinable events (for example, but
without limitation, acquisitions or dispositions) which, if they occur, would have a
material effect on objective Performance Criteria applicable to Awards under the Program,
and to adjust such Performance Criteria in an objectively determinable manner to reflect
such events.



Section 6. Payment of Awards under this Program.




     6.1. General. Subject to Section 6.4, Participant will be entitled to receive
payment, if any, under an Award if the Participant is still employed by Atlas on the last day of
the Program Year for which the Award is paid, unless in the period between the last day of the
Program Year and any payout under the Program, the Participant is terminated by Atlas for Cause (as
defined in Section 7) or the Participant terminates his employment with Atlas for any reason. A
Participant will receive an Award in the manner and at the times set forth in this Sections 6.



     6.2. Time of Payment. Any amount payable for an Award for a Program Year shall be
paid by Atlas within two weeks following certification by the Committee as to achievement of the
performance goals following the completion of the year-end audit for the applicable Program
Year, but in no event later than March 15 of the year following the applicable Program Year.



     6.3. Form of Payment. All amounts payable for an Award shall be paid in cash or Atlas
stock, but Atlas stock may be used, if at all, only for the portion of the Award that exceeds fifty
percent (50%) of Base Salary.



     6.4. Termination of Employment.



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     (a) In General. Except as provided otherwise in this Section 6.4, a Participant whose
employment terminates for any reason prior to the last day of the Program Year for which an
Award is payable shall forfeit such Award.




     (b) Death or Disability. If a Participant’s employment terminates during a Program
Year by reason of death or Disability (as defined in the Plan), the Committee may, in its
sole discretion, direct that all or a portion of a Participant’s Award be paid, taking into
account the duration of employment during the Program Year, the Participant’s performance,
and such other matters as the Committee shall deem appropriate.




     (c) Retirement; Involuntary Termination; Good Reason. If a Participant’s employment
terminates during a Program Year by reason of (i) an involuntary termination by Atlas not
for Cause (as defined in Section 7 below), (ii) termination by the Participant for Good
Reason (as defined below), or (iii) in the sole discretion of the Committee, normal
retirement under a retirement program of Atlas, the Participant shall be entitled to receive
a payment with respect to an Award for the Program Year in which such termination occurred,
if he or she had been employed by Atlas on the last day of such Program Year in an amount
equal to the lesser of (1) the amount he or she would have received if he or she was
employed by Atlas on the last day of the Program Year based upon actual company performance
measured pursuant to the plan (and assuming for such purpose that 50% of his or her
Individual MBOs have been achieved), or (2) his or her Target Bonus Percentage. Such
payment shall be subject to all terms and conditions of the Program, including without
limitation the provisions of Section 5 (relating to determination of the Award) and Section
6.2 (relating to the time of payment of the Award). This Section 6.4 shall not apply to the
extent the rights of a Participant in such circumstances are governed by another agreement.
“Good Reason” under this Section 6 shall mean (i) a material reduction in Participant’s
duties and responsibilities from those of Participant’s most recent position with Atlas, or
(ii) a reduction of Participant’s aggregate salary, benefits and other compensation (other
than bonus opportunity, which shall be paid as provided above) from that which the
Participant was most recently entitled during employment with Atlas other than in connection
with a reduction as part of a general reduction applicable to all participants in the
Program.



Section 7. Change in Control.




     In the event Atlas undergoes a Change in Control, Awards will be determined and paid in
accordance with this Section 7 based on the assumption that each of the Financial Goal, the Cost
Control Goal, the Management-Based Objectives and any other Performance Criteria have been achieved
at a level of 100% of target for the Plan Year in which the Change in Control takes
place pursuant to Section 5 of the Program; provided, however, if upon completion of the
year-end audit for the applicable Program Year it is determined that the Financial Goal or any
other Performance Criteria was achieved at a level higher than 100% of target, Awards will be
correspondingly adjusted pursuant to Section 5 of the Program. Notwithstanding the above, a
Participant whose employment with Atlas terminates prior to the Change in Control shall forfeit
such Award, unless such termination is by reason of (i) death, (ii) Disability (as defined in the
Plan), (iii) normal retirement under a retirement program of Atlas, (iv) by Atlas not for Cause, or



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(v) by the Participant for Good Reason (as defined below). For purposes of this Program, “Change
in Control of Atlas” shall mean and shall be deemed to have occurred if (i) any Person (within the
meaning of the Exchange Act) or any two or more Persons acting in concert shall have acquired
beneficial ownership (within the meaning of Rule l3d-3 under the Exchange Act), directly or
indirectly, of voting securities of Atlas (or other securities convertible into voting securities
of Atlas) representing 40% or more of the combined voting power of all securities of Atlas 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 Atlas shall not consist of a majority
of Continuing Directors. For purposes of this Program, “Continuing Directors” shall mean the
directors of Atlas on the date hereof and each other director, if such other director’s nomination
for election to the Board of Directors of Atlas is recommended by a majority of the then Continuing
Directors. “Cause” shall mean (i) the Participant’s refusal or failure (other than during periods
of illness or Disability (as defined in the Plan)) to perform his or her material duties and
responsibilities to Atlas, (ii) the conviction or plea of guilty or nolo contendere of the
Participant in respect of any felony, other than a motor vehicle offense, (iii) the commission of
any act which causes material injury to the reputation, business or business relationships of Atlas
including, without limitation, any material breach of written policies of Atlas with respect to
trading in securities, (iv) other acts of fraud in connection with the Participant’s duties and
responsibilities to Atlas, including, without limitation, misappropriation, theft or embezzlement
in the performance of the Participant’s duties and responsibilities as an employee of Atlas, or (v)
a violation of any material Atlas policy, including, without limitation, a violation of the laws
against workplace discrimination. “Good Reason” under this Section 7 shall mean the failure of the
surviving entity in the Change in Control, of failure of an affiliate of the surviving entity, to
continue the Participant in a position with the surviving entity or affiliate that (a) is not
located within 40 miles of the location of such Participant’s most recent principal location of
employment with Atlas, (ii) does not involve substantially comparable duties and responsibilities
as such Participant’s most recent position with Atlas, or (iii) does not entitle the Participant to
salary, benefits and other compensation (other than bonus opportunity, which shall be paid as
provided above) that, in the aggregate, are substantially comparable or more favorable than those
to which the Participant most recently was entitled during employment with Atlas.




Section 8. Beneficiary Designation.




     8.1. Designation and Change of Designation. Each Participant shall file with Atlas a
written designation of one or more persons as the Beneficiary who shall be entitled to receive the
Award, if any, payable under the Program upon the Participant’s death. A Participant may, from
time to time, revoke or change his Beneficiary designation without the consent of any prior
Beneficiary by filing a new designation with Atlas. The last such designation received by Atlas
shall be controlling; provided, however, that no designation, or change or revocation thereof,
shall be effective unless received by Atlas prior to the Participant’s death, and in no event shall
it
be effective as of any date prior to such receipt.



     8.2. Absence of Valid Designation. If no such Beneficiary designation is in effect at
the time of a Participant’s death, or if no designated Beneficiary survives the Participant, or if
such designation conflicts with law, the Participant’s estate shall be deemed to have been
designated as the Participant’s Beneficiary and shall receive the payment of the amount, if any,
payable under the Program upon his death. If Atlas is in doubt as to the right of any person to



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receive such amount, Atlas may retain such amount, without liability for any interest thereon,
until the rights thereto are determined, or Atlas may pay such amount into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the liability of the Program and
Atlas therefor.




Section 9. General Provisions.




     9.1. Plan to be Unfunded. The Program is intended to constitute an unfunded incentive
compensation arrangement. Nothing contained in the Program, and no action taken pursuant to the
Program, shall create or be construed to create a trust of any kind. A Participant’s right to
receive an Award shall be no greater than the right of an unsecured general creditor of Atlas. All
Awards shall be paid from the general funds of Atlas, and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such Awards. There
shall not vest in any Participant or Beneficiary any right, title, or interest in and to any
specific assets of Atlas.



     9.2. Section 409A of the Code. Awards under the Program are intended to be exempt
from the requirements of Section 409A of the Code and shall be construed and administered
accordingly. Notwithstanding anything to the contrary in the Program, neither Atlas, nor any
affiliate, nor the Committee, nor any person acting on behalf of Atlas, any affiliate, or the
Committee, shall be liable to any Participant or to the estate or beneficiary of any Participant or
to any other holder of an Award by reason of any acceleration of income, or any additional tax,
asserted by reason of the failure of an Award to satisfy the requirements of Section 409A or by
reason of Section 4999 of the Code; provided, that nothing in this Section 9.3 shall limit the
ability of the Committee or Atlas to provide by separate express written agreement with a
Participant for a gross-up payment or other payment in connection with any such tax or additional
tax.



     9.3. Rights Limited; Conflicts. Nothing contained in the Program shall give any
Eligible Employee the right to continue in the employment of Atlas, or limit the right of Atlas to
discharge an Eligible Employee. If there is a conflict between this Program and another senior
executive employment program or arrangement, such other program or arrangement shall control.



     9.4. Governing Law. The Program shall be construed and governed in accordance with
the laws of the State of New York.



     9.5. Taxes. There shall be deducted from all amounts paid under the Program all
federal, state, local and other taxes required by law to be withheld with respect to such payments.



Section 10. Amendment, Suspension, or Termination.




Except with respect to 6.4(c) for any Program Year in effect, the Committee reserves the right to
amend, suspend, or terminate the Program at any time.





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