EX-10.15.1





Exhibit 10.15.1


ATLAS AIR WORLDWIDE HOLDINGS, INC.


2009 LONG TERM CASH INCENTIVE PROGRAM


Approved by Compensation Committee: February 20, 2009


 








 




ATLAS AIR WORLDWIDE HOLDINGS, INC.


2009 LONG TERM CASH INCENTIVE PROGRAM


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 and shall be subject to the Plan, which is incorporated herein by
reference. 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, 2009, and shall be applicable for the 2009-2011
Performance Period. 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.


     2.3.
Board shall mean the Board of Directors of AAWW.


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



     2.5.
Code shall mean the Internal Revenue Code of 1986, as amended from time to
time.



     2.6.
Committee shall mean the Compensation Committee of the Board.



     2.7.
Eligible Participant means any of the Chief Executive Officer, President,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Staff Vice Presidents
of AAWW and Atlas Air, Inc., and such other Atlas officers as may from time to time be
designated by the Committee.



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



     2.9.
Performance Period shall mean January 1, 2009 through December 31, 2011.



     2.10.
Program shall mean this Atlas Air Worldwide Holdings, Inc. 2009 Long Term
Cash Incentive Program, as it may be amended from time to time.



Section 3. Administration.


     The Program shall be administered by the Committee in accordance with and subject to the
provisions of Section 3 of the Plan.




 








 




Section 4. Participation.


     Each individual who is employed as an Eligible Participant on the first day of the Performance
Period shall participate in the Program. An individual who first becomes employed as an Eligible
Participant on or prior September 30, 2009 (March 31, 2009 in the case of an individual whose Award
is intended to qualify for the performance-based compensation exception to the limitations on tax
deductibility imposed by Section 162(m) of the Code), may participate in the Program in the
discretion of the Committee (or, in the case of offices below the level of Senior Vice President,
its delegate). An individual employed by Atlas, including an Eligible Participant, may be awarded
incentive compensation outside the Program in lieu of or in addition to awards, if any, under the
Program.



Section 5. Section 5: Determination of Awards.


     5.1. Target
Bonus Award. Maximum Bonus Award. The target cash bonus payable
under an Award for the Performance Period will be the amount
established by the Committee (or, in the case of offices below the level of Senior Vice President, its delegate), for each
Participant classification (the “Target Bonus Amount”).


     5.2. Performance
Measures. Payment of a cash bonus Award is conditioned upon
written certification by the Committee of satisfaction of the achievement of certain relative
ROIC and EBT Growth levels as described below (the “Performance Criteria”) during the period
beginning January 1, 2009 and ending December 31, 2011 (the “Performance Period”), as
compared to the ROIC and EBT Growth of the companies listed in Annex A attached hereto (the
“Peer Companies”) for the same period.1 The actual cash bonus Award amount (the
“Payable
Amount”) shall be determined in accordance with Annex B hereto (the “Performance Plan
Matrix”). Each cell of the Performance Plan Matrix sets forth in percentage terms the amount
of
the Target Bonus Amount that will become the Payable Amount. Performance between points
outlined on the matrix will be interpolated on a straight-line basis. By way of example only,
at 100% achievement, the Participant will receive as the Payable Amount the Target Bonus
Amount; at 200% achievement the Participant will receive as the Payable Amount 200% of the
Target Bonus Amount; at 72% achievement, the Participant will receive as the Payable Amount
72% percent of the Target Bonus Amount; and at zero percent achievement, the holder will not
be entitled to receive any Payable Amount. In no event shall the Payable Amount exceed, for
any Participant, the maximum amount specified in Section 4(c) of the Plan.



                    (1) ROIC for the Company shall be measured against ROIC for
the Peer Companies as set forth in the Performance Unit Plan Matrix. “ROIC” for the Company and
each Peer Company shall mean a fraction where the numerator is cumulative NOPAT over the
Performance Period and the denominator is Average Invested Capital (calculated as the average of
capital for 2008, 2009, 2010 and 2011), in each case calculated in accordance with generally
accepted accounting principles (“GAAP”). “NOPAT” is defined as net operating income minus Cash Tax
Paid. “Cash Tax Paid” is defined as income taxes as reflected on the income statement minus
deferred taxes as reflected on the cash flow statement. “Average





 




			
	1	 	For peer companies not on a December 31 fiscal year, the average mentioned in Section
2 shall be calculated for the twelve month period ended December 31.



 








 







Invested Capital” is defined as the average of the beginning and ending Invested Capital during the
year. “Invested Capital” is defined as capital lease obligations, plus short and long term debt
plus total stockholders equity minus an amount equal to cash and cash equivalents. Invested Capital
shall exclude investment amounts associated with aircraft acquisition until the first time that
such aircraft is flown under a customer contract at which time all amounts accrued with respect to
such aircraft shall be considered in the Average Invested Capital calculation from such date.




                    (2) EBT Growth for the Company shall be measured against
EBT Growth for the Peer Companies as set forth in the Performance Unit Plan Matrix. “EBT” shall
mean income before income taxes (or pre-tax income), in accordance with GAAP. EBT Growth for the
Company and each Peer Company shall be calculated by averaging the percentage increase or decrease
in EBT for each of the three years ended December 31 in the Performance Period. EBT increase or
decrease for each twelve month period shall be calculated by subtracting EBT for the twelve months
ended December 31 for the current year from EBT for the twelve months ended December 31 for the
prior year and dividing the resulting difference in EBT by the EBT for the twelve months ended
December 31 for the prior year. This calculation will be performed for the Company and for each
Peer Company.




     (a) The ROIC ratio will exclude the unconsolidated results of Polar Air Cargo
Worldwide after the Block Space Agreement commencement date. The calculations for ROIC and
EBT shall be adjusted for the following non-recurring items to the extent reflected on the
Company’s or the peer companies’ financial statements: (i) any loss or gain resulting from
the early extinguishment of debt, (ii) the cumulative effect of a change in accounting
principles, (iii) write offs related to fresh start accounting adjustments or (iv) other
extraordinary items under GAAP. These adjustments shall be made on an “After-tax basis” with
respect to ROIC and on a pre-tax basis with respect to EBT. “After-tax basis” shall mean the
product of the amount of each non-recurring item times the difference between one and the
cash tax rate as published in the Company’s and each peer group company’s annual report on
Form 10-K for the respective fiscal year measurement period.



Section 6.
Payment of Awards under this Program.


     6.1.
General. A Participant will be entitled to receive payment, if any, under an
Award if the Participant is still employed by Atlas on January 31, 2012. A Participant
will receive an Award in the manner and at the times set forth in Sections 6.2, 6.3 and 6.4.



     6.2.
Time of Payment. Any Payable Amount for an Award for the Performance
Period shall be paid by Atlas within two weeks following certification by the Committee (as
required by Section 162(m) of the Code) as to achievement of the performance goal following
the completion of the year-end audit for the last year of the Performance Period, but in no
event
later than December 31, 2012.



     6.3. Form
of Payment. All Payable Amounts for an Award shall be paid in cash.


 








 




     6.4.
Termination of Employment.


     (a)
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 Performance
Period shall forfeit such Award.



     (b)
Death or Disability. In the event of a termination of the Participant’s
employment with the Company or its Subsidiaries (a “Termination of Service”) by reason
of the Participant’s death or Disability occurring after January 1, 2009, but before
January 1, 2012, the portion of the Award that will payable is calculated by dividing
the
number of days from January 1, 2009 until the date of Disability or death, by the total
number of days in the Performance Period multiplied by the Payable Amount. In all
events, the Payable Amount, if any (calculated as provided in Section 5.2) shall not be
payable until the completion of the Performance Period and the Determination Date. For
purposes of this Agreement, a Termination of Service shall be deemed to be by reason of
“Disability” if upon such Termination of Service, the Participant (i) is unable to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last
for
a continuous period of not less than 12 months, or (ii) by
reason of such impairment Participant is receiving income replacement benefits for a period of not less than
three
months under the Company’s Long Term Disability Plan.




     (c)
Termination by the Company Not For Cause. In the event of Termination
of Service of the Participant by reason of an involuntary termination by the Company
and
its Subsidiaries not for Cause occurring after the date hereof, but before January 1,
2012,
the portion of the Award that will be payable, if any, is calculated by dividing the
number
of days from January 1, 2009 until the date of the Termination of Service by reason of
an
involuntary termination not for Cause, by the total number of days in the Performance
Period, multiplied by the Payable Amount. In all events, the Payable Amount, if any
(calculated as provided in Section 5.2 shall not be delivered until the completion of
the
Performance Period and the Determination Date. For purposes of this Agreement,
“Cause” shall mean (i) the Participant’s refusal or failure (other than during periods
of
illness or disability) to perform the Participant’s material duties and
responsibilities to the
Company or its Subsidiaries, (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 the Company or any of its Subsidiaries including, without
limitation, any breach of written policies of the Company with respect to trading in
securities, (iv) any other act of fraud, including, without limitation,
misappropriation,
theft or embezzlement, or (v) a violation of any applicable material policy of the
Company or any of its Subsidiaries, including, without limitation, a violation of the
laws against workplace discrimination.


Section 7.
Change in Control.


     In the event the Company undergoes a Change in Control, Awards will be determined and paid in
accordance with this Section 7 based on the assumption that the Company has


 








 







achieved a level of 200% on the Performance Plan Matrix for the Performance Period. Payable Amounts
will be paid in full in connection with and immediately before a Change in Control. For purposes of
this Program, “Change in Control of the Company” 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 13d-3 under the
Exchange Act), directly or indirectly, of voting securities of the Company (or other securities
convertible into voting securities of the Company) representing 40% or more of the combined voting
power of all securities of the Company 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 the Company shall not consist of a majority of Continuing Directors. For purposes of
this Program, “Continuing Directors” shall mean the directors of the Company on the date hereof and
each other director, if such other director’s nomination for election to the Board of Directors of
the Company is recommended by a majority of the then Continuing Directors.




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
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 the Company, nor
any affiliate, nor the Committee, nor any person acting on behalf of the Company, 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 the Company 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. Nothing contained in the Program shall give any Eligible
Participant the right to continue in the employment of Atlas, or limit the right of Atlas
to discharge an Eligible Participant.



     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.


     The Committee reserves the right to amend, suspend, or terminate the Program at any time.



 








 




Annex A


Peer Group



	 	 	 
	 

	 	ABX AIR INC.
	 

	 	AIRTRAN HOLDINGS INC
	 

	 	ALEXANDER & BALDWIN INC
	 

	 	AMERICAN COMMERCIAL LINES
	 

	 	ARKANSAS BEST CORP
	 

	 	BRISTOW GROUP INC (Offshore Logistics)
	 

	 	GATX CORP
	 

	 	HUNT (JB) TRANSPRT SVCS INC
	 

	 	JETBLUE AIRWAYS CORP
	 

	 	KANSAS CITY SOUTHERN
	 

	 	KIRBY CORP
	 

	 	LAIDLAW INTERNATIONAL INC
	 

	 	PROLOGIS
	 

	 	QUALITY DISTRIBUTION INC
	 

	 	SAIA INC
	 

	 	SWIFT TRANSPORTATION CO INC
	 

	 	TIDEWATER INC
	 

	 	US XPRESS ENTP INC — CL A





If ROIC or EBT information is unavailable for one of the companies listed above, then such company
shall be omitted from the peer group and from any and all calculations under this Agreement.




 








 





Annex B




Performance Unit Plan Matrix




Performance Relative to Peer Group: EBT Growth




Performance Relative to Peer Group: ROIC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bottom	 	26th - 44th	 	45th - 55th	 	56th - 75th	 	Top
	 	 	Quartile	 	Percentile	 	Percentile	 	Percentile	 	Quartile
	Top Quartile
	 	 	100	%	 	 	135	%	 	 	150	%	 	 	175	%	 	 	200	%
	56th — 75th Percentile
	 	 	75	%	 	 	100	%	 	 	135	%	 	 	150	%	 	 	175	%
	45th — 55th Percentile
	 	 	50	%	 	 	75	%	 	 	100	%	 	 	135	%	 	 	150	%
	26th — 44th Percentile
	 	 	0	%	 	 	50	%	 	 	75	%	 	 	100	%	 	 	135	%
	Bottom Quartile
	 	 	0	%	 	 	0	%	 	 	50	%	 	 	75	%	 	 	100	%






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