0000950123-07-006996 Sample Contracts

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AMENDMENT NO. 1 TO TRANSACTION GUARANTEE AGREEMENT
Stock Purchase Agreement • May 8th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled

THIS AGREEMENT, dated as of April 13, 2007 (this “Agreement”), is among Polar Air Cargo Worldwide, Inc., a Delaware corporation (the “Company”), DHL Network Operations (USA), Inc., an Ohio corporation (the “Investor”) and Deutsche Post AG, a corporation organized under the laws of Germany (the “Guarantor”).

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FORM OF ATLAS AIR WORLDWIDE HOLDINGS, INC. RESTRICTED SHARE AGREEMENT (PERFORMANCE SHARES)
Restricted Share Agreement • May 8th, 2007 • Atlas Air Worldwide Holdings Inc • Air transportation, nonscheduled • New York

THIS RESTRICTED SHARE AGREEMENT (PERFORMANCE SHARES), dated as of February 9, 2007 (the “Agreement”), is between Atlas Air Worldwide Holdings, Inc. (the “Company”), a Delaware corporation, and ___ (the “Employee”).

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