EX-10.16







Exhibit 10.16




ATLAS AIR WORLDWIDE HOLDINGS, INC.




BENEFITS PROGRAM




EXECUTIVE VICE PRESIDENTS




AND




SENIOR VICE PRESIDENTS




Amended and Restated as of December 31, 2008




 









 




ATLAS
AIR WORLDWIDE HOLDINGS, INC.



     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 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 corporation 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 will be described in the
Annual Incentive Plan. The Annual Incentive Plan document will be 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 50% of Base Annual Salary for Senior Vice Presidents and at least 60% for
Executive Vice Presidents. Lesser corporate or individual performance may cause bonus payments to
be in an amount less than 50% or 60%, 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 50% or 60%, as applicable, of such Base Annual Salary. When the bonus payment reaches
more than 50% or 60%, 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.




IV. Severance.




     A. If 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 release
upon terms and conditions reasonably acceptable to the Employer and Executive, which release must
be presented to Executive, executed and become effective no later than the thirtieth (30th) day
following the date of termination (except as otherwise required by Section IV.G below), then the
Executive shall be entitled to: (i) receive a severance payment equal to twelve (12) months of the
Executive’s monthly Base Salary, and except as otherwise required by Section IV.G below, with one
(1) month of such Base Salary payable in a lump-sum on the thirty-first (31st) day following the
date of termination (the “Lump-Sum Payment Date”), and with the remaining eleven (11) months of
such Base Salary payable in accordance with the Employer’s normal pay schedule beginning on the day
after the Lump-Sum Payment Date and continuing for eleven (11) months thereafter; and (ii)
continued coverage under the Employer’s health (medical, dental and vision) benefit plan for a
period of twelve (12) months from the date of termination; provided, however, that
any such continued coverage shall cease in the event the Executive obtains comparable coverage in
connection with subsequent employment. Upon the death of Executive, the Executive’s personal
representative shall be entitled to the severance payments described in this Section IV.A. and
Executive’s spouse and covered dependents, if any, shall be entitled to the benefit coverage
described in this Section IV.A, except that the 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.



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     B. If the Executive’s employment is terminated by the Employer for Cause or by the
Executive’s resignation for other than Good Reason, the Executive shall be entitled to receive only
the Executive’s accrued but unpaid Base Salary as of the date of termination.



     C. If the Executive’s employment is terminated as a result of Permanent Disability, the
Executive shall be entitled to receive the Executive’s accrued but unpaid Base Salary as of the
date of termination, the benefits described in Section IV.A above (subject to Section IV.G below),
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 Benefit Program,
any of (i) a reduction in the Executive’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
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, 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.



     G. Under Section IV.A above, the Executive may be entitled to severance payments. If the
Executive becomes entitled to those severance payments, then, to the extent that any portion of
those severance payments constitutes an amount payable under



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a “nonqualified deferred compensation
plan” (as defined in Section 409A) upon or as a result of a “separation from service” (as defined
in Section 409A) and which is not exempt from Section 409A, and if the Executive is a “specified
employee” (as that term is defined in Section 409A and in accordance with procedures established by
Holdings) on the “separation from service” date, then, notwithstanding any other provision in this
Benefit Program, such payments will not be made to the Executive during the six-month period
immediately following the “separation from service” date. Instead, on the first day of the seventh
(7th) month following the Executive’s “separation from service” date, all amounts that otherwise
would have been paid to the Executive during that six-month period, but were not because of this
provision, will be paid to the Executive on the first day of the seventh (7th) month following the
Executive’s “separation from service” date, with any payment delayed during such six-month period
to be made to the Executive in a single lump sum.



V. Vacation.



The Executive 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 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 employees of the Employer, as determined
by the Compensation Committee.




VII. 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.




VIII. 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 IX, below, based upon Employer’s
specific business need.




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 Executive and signed by the, CEO, President or
Chief Human Resources Officer of Holdings or of the Employer.





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