EXHIBIT 10.11
AMENDMENT TWO
TO THE
EMPLOYMENT AGREEMENT
THIS AMENDMENT TWO, dated May 1, 2003, to the Employment Agreement
dated September 1, 1999, as amended May 1, 2001 (the "Agreement") between World
Airways, Inc., a Delaware corporation ("World" or the "Company"), and Xxxxx
Xxxxxxxx ("Xxxxxxxx").
WHEREAS, the Agreement has a provision governing the rights and
remedies of the parties in the event of a Change of Control of the Company that
has always been intended to allow Xxxxxxxx to terminate the Agreement, at his
election, in the event of a Change of Control; and
WHEREAS, that intent may not be clearly articulated in the current
language of the Agreement; and
WHEREAS, the Board of Directors has resolved that it is in the best
interests of the Company to amend the Agreement to clarify the intent.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties do hereby amend the Agreement as follows:
1. By inserting the following words and punctuation immediately following
the provision of Paragraph 5(e)(vii): "or, with or without Xxxxxxxx'x
consent," and
2. By inserting the words "or Change of Control" in Paragraph 5(e)(viii)
after the words "liquidation or dissolution" and before the words "of
World prior to the end of this Agreement."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number
Two as of the date and year first above written.
WORLD AIRWAYS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman and CEO
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
