EX-10.3
Form of Management Version
ATLAS AIR WORLDWIDE HOLDINGS, INC.
RESTRICTED SHARE AGREEMENT
THIS AGREEMENT, dated as of ______________, between Atlas Air Worldwide
Holdings, Inc. (the "Company"), a Delaware corporation, and ________________
(the "Employee").
WHEREAS, the Employee has been granted the following award under the
Company's 2004 Long Term Incentive and Share Award flan (the "Plan"); and
WHEREAS, the plan of reorganization for the Company became effective on
July 27, 2004 (the "Effective Date").
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for other good and valuable consideration, the parties
hereto agree as follows.
1. AWARD OF SHARES. Pursuant to the provisions of the Plan, the terms
of which are incorporated herein by reference, the Employee is hereby awarded
______ Restricted Shares (the "Award"), subject to the terms and conditions of
the Plan and those herein set forth. The Award is granted as of ________________
(the "Date of Grant"). Capitalized terms used herein and not defined shall have
the meanings set forth in the Plan. In the event of any conflict between this
Agreement and the Plan, the Plan shall control.
2. VESTING OF AWARD: TREATMENT UPON TERMINATION OF SERVICE. Unless
otherwise provided by the Committee, all Awards of Restricted Shares under this
Agreement and all dividends and other amounts receivable in connection with any
adjustments to the Shares under Section 4(c) of the Plan shall be subject to the
vesting schedule in this Section 2.
(a) VESTING GENERALLY. Subject to the following provisions of
this Section 2 and the other terms and conditions of this Agreement, this Award
shall become vested in three equal annual installments, commencing on the first
anniversary of the Effective Date and continuing on each of the following two
anniversaries of the Effective Date. In the event of Termination of Service of'
the Employee for any reason other than as set forth in Section 2(b) or 2(c)
below, the Employee shall be vested in the portion, if any, of the Award in
which the Employee is vested at the time of the Termination of Service under
this Section 2(a) and Section 2(d).
(b) DEATH OR DISABILITY. In the event of Termination of
Service of the Employee by reason of the Employee's death or Disability (as
defined below), the Employee shall be vested in the portion of the Award that is
vested pursuant to Section 2(a) as of the date of' the Termination of Service.
For purposes of this Agreements a Termination of Service shall be due
to "Disability" of the Employee if upon such Termination of Service the Employee
qualifies for long term disability benefits 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 Employee by the Company or its Subsidiaries not
for Cause (and not due to the Employee's death or Disability), the Employee
shall be vested the portion of the Award vested at the time of the Termination
of Service, if any. and the portion, if any, of the Award which was scheduled,
in accordance with Section 2(a) above, to vest within the succeeding twelve
months. For purposes of this Agreement, "Cause" shall mean (i) the Employee's
refusal or failure (other than during periods of illness or disability) to
perform the Employee's material duties and responsibilities to the Company or
its Subsidiaries, (ii) the conviction or plea of guilty or nolo contendere of
the Employee 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) other acts of fraud in connection
with the Employee's duties and responsibilities to the Company or its
Subsidiaries, including, without limitation, misappropriation, theft or
embezzlement in the performance of the Employee's duties and responsibilities as
an employee of the Company or its Subsidiaries, or (v) a violation of any
material Company policy, including, without limitation, a violation of the laws
against workplace discrimination.
(d) CHANGE IN CONTROL. Notwithstanding any provision of this
Section 2 to the contrary, the Award shall become immediately vested in full
upon a Change in Control of the Company (as defined below). For purposes of this
Agreement, "Change in Control of the Company" means 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 alt 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 Agreement, "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.
(e) FORFEITURE. That portion of the Award which is not vest
immediately following the Option Holder's Termination of Service, as described
above, shall be immediately forfeited to the Company.
3. OTHER TERMS AND CONDITIONS. It is understood and agreed that the
Award of Restricted Shares evidenced hereby is subject to the following terms
and conditions:
(a) CERTIFICATES. Each certificate issued in respect of
Restricted Shares awarded hereunder shall be deposited with the Company, or its
designee, together with, if
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requested by the Company, a stock power executed in blank by the Employee, and
shall bear a legend disclosing the restrictions on transferability imposed on
such Restricted Shares by this Agreement (the "Restrictive Legend"). Upon the
vesting of Restricted Shares pursuant to Section 2 hereof and the satisfaction
of any withholding tax liability pursuant to Section 6 hereof, the certificates
evidencing such vested Shares, not bearing the Restrictive Legend. shall be
delivered to the Employee or other evidence of vested Shares shall be provided
to the Employee.
(b) RIGHTS OF A STOCKHOLDER. Prior to the time a Restricted
Share is fully vested hereunder, the Employee shall have no right to transfer,
pledge, hypothecate or otherwise encumber such Restricted Share. During such
period, the Employee shall have all other rights of a stockholder, including,
but not limited to, the right to vote and to receive dividends (subject to
Section 2 hereof) at the time paid on such Restricted Shares.
(c) NO RIGHT TO CONTINUED EMPLOYMENT. This Award shall not
confer upon the Employee any tight with respect to continuance of employment by
the Company nor shall this Award interfere with the right of the Company to
terminate the Employee's employment at any time.
4. TRANSFER OF SHARES. The Shares delivered hereunder, or any interest
therein, may he sold, assigned, pledged, hypothecated, encumbered, or
transferred or disposed of in any other manner, in whole or in part, only in
compliance with the terms, conditions and restrictions as set forth in the
governing instruments of the Company, applicable federal and state securities
laws or any other applicable laws or regulations and the terms and conditions
hereof.
5. EXPENSES OF ISSUANCE OF SHARES. The issuance of stock certificates
hereunder shall be without charge to the Employee. The Company shall pay, and
indemnify the Employee from and against any issuance, stamp or documentary taxes
(other than transfer taxes) or charges imposed by any governmental body, agency
or official (other than income taxes) by reason of the issuance of Shares.
6. TAX WITHHOLDING. No later than the date of vesting of (or the date
of an election by the Employee under Code section 83(b) with respect to) the
Awards the Employee shall pay to the Company an amount sufficient to allow the
Company to satisfy its tax withholding obligations. To this end, the Employee
shall either:
(a) pay the Company the amount of tax to be withheld
(including through payroll withholding),
(b) deliver to the Company other shares of stock of the
Company owned by the Employee prior to such date having a fair market value, as
determined by the Committee, not less than the amount of the withholding tax
due, which either have been owned by the Employee for more than six (6) months
or were not acquired, directly or indirectly, from the Company, or
(c) make a payment to the Company consisting of a combination
of cash and such shares of stock.
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7. REFERENCES. References herein to rights and obligations of the
Employee shall apply, where appropriate, to the Employee's legal representative
or estate without regard to whether specific reference to such legal
representative or estate is contained in a particular provision of this
Agreement.
8. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered personally or by courier, or sent by certified or registered mail,
postage prepaid, return receipt requested, duly addressed to the party concerned
at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:
If to the Company:
Atlas Air Worldwide Holdings, Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn.: Office of the Corporate Secretary
If to the Employee:
At the Employee's most recent address shown on the Company's corporate
records, or at any other address which the Employee may specify in a
notice delivered to the Company in the manner set forth herein.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of New York, without giving effect to principles of
conflict of laws.
10. COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.
11. WAIVER AND ACKNOWLEDGEMENT. The Employee agrees that the Plan
supercedes and replaces all prior stock option and share incentive plans of the
Company, and hereby waives and entitlement to any shares or options under any
incentive plan other than the Plan, and further agrees that Employee has no
right under any employment contract or agreement to any options or stock of the
Company except as specifically set forth in the Plan.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
ATLAS AIR WORLDWIDE HOLDINGS, INC.
By: ________________________________
_____________________________________
Employee
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