Exhibit 10.9
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AMENDMENT ONE
TO THE
EMPLOYMENT AGREEMENT
THIS AMENDMENT ONE, dated May 1, 2001, to the Employment Agreement
dated September 1, 1999, (the "Agreement") between World Airways, Inc., a
Delaware corporation ("World" or the "Company"), and Xxxxx Xxxxxxxx
("Xxxxxxxx").
WHEREAS, the original Agreement provided Xx. Xxxxxxxx the opportunity
to terminate the Agreement for Good Reason if, among other things, the Company
relocated its general and administrative offices to an area other than the
Washington, D.C. Standard Metropolitan Statistical Area; and
WHEREAS, the Company does not want Xx. Xxxxxxxx to terminate his
employment for Good Reason at this time; and
WHEREAS, after the relocation of Company headquarters to Peachtree
City, Georgia, Xx. Xxxxxxxx wishes to have the same protection in the event the
Company's headquarters are moved outside the Atlanta Standard Metropolitan
Statistical Area; and
WHEREAS, in order to provide stability for both the Company and Xx.
Xxxxxxxx after the relocation of Company headquarters to Peachtree City,
Georgia, both parties wish to extend the Term of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other mutual
covenants and promises contained herein, the sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Effective May 1, 2001, Section 2. Term is deleted in its entirety and
replaced with the following:
Section 2. Term. The period of employment shall be from May 1, 2001
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through December 31, 2005, unless further extended or sooner terminated
as hereafter set forth. In the absence of notice from the Chairman of
the Board ("Chairman") that this Agreement will not be renewed, this
Agreement shall be renewed on the same terms and conditions for one
year from the date of expiration. Not later than July 1, 2005, Xxxxxxxx
shall initiate discussion with the Chairman regarding the renewal of
this Agreement. At that time, if Xxxxxxxx wishes to renew this
Agreement on different terms, Xxxxxxxx shall give written notice to the
Chairman. If the Chairman does not wish to renew this Agreement, or
wishes to renew this Agreement on different terms, the Chairman shall
give written notice to Xxxxxxxx not later than July 1, 2005. If the
Chairman gives such a notice and the parties do not agree in writing to
an extension of this Agreement, it will expire at the end of the Term.
2. In section 5(e), Termination, By Xxxxxxxx for Good Reason, beginning on the
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fourth line, delete "Washington D.C. Standard Metropolitan Statistical Area"
and replace it with "Atlanta, Georgia, Standard Metropolitan Statistical
Area."
3. Except as amended hereby, all of the terms and conditions set forth in the
Agreement shall remain the same and in full force and effect. Capitalized
terms used but not defined herein shall have the same meaning as in the
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Number One as of the date and year first above written.
WORLD AIRWAYS, INC.
By: ____________________________
Xxxxxx X. Xxxxxx
Chairman and CEO
____________________________
Xxxxx Xxxxxxxx
