aaww-ex107_434.htm

This amendment (this “Amendment”) is entered into as of July 1, 2019, by and between Atlas Air Worldwide Holdings, Inc., a Delaware corporation (the “Company”) and ________ (the “Employee”).

WHEREAS, the Employee was previously granted performance share units pursuant to the Performance Share Unit Agreements, dated as of March 9, 2017, March 8, 2018 and February 27, 2019 (each, a “Specified PSU Agreement”); and

WHEREAS, the parties hereto wish to amend each Specified PSU Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend each Specified PSU Agreement as follows:

“(d)

Death, Disability, Termination due to Good Reason, or Involuntary Termination not for Cause.

(1)In the event of the termination of the Employee’s Employment (i) due to death, (ii) by the Company by reason of the Employee’s Disability (as defined below), (iii) by the Employee for Good Reason (as defined below), or (iv) by reason of an involuntary termination by the Company not for Cause (as defined below), in each case occurring after the date hereof, but before the end of the Performance Period and before the occurrence of a Change in Control of the Company (as defined below), the portion of the Performance Share Award that will vest shall be calculated by dividing the number of days from the commencement of the Performance Period until the date of such termination of Employment, by the total number of days in the Performance Period, multiplied by the number of Unit Delivered Shares and Deferred Dividend Shares in respect of each Performance Share Unit, if any, earned on the basis of actual achievement level of the Performance Criteria in the Performance Unit Plan Schedule.

(2)Any former Employee, upon Disability, termination by the Employee for Good Reason, or involuntary termination by the Company not for Cause, or the estate of an Employee, upon his or her death, will continue to hold the portion of the Performance Share Award that is eligible for vesting, subject to the restrictions and all terms and conditions of this Agreement, until delivery of Shares pursuant to Section 2(c). Subject to Section 2(e), the appropriate number of Unit Delivered Shares and Deferred Dividend Shares, if any (calculated as provided in Section 2(b)) shall not be delivered until the completion of the Performance Period and the Determination Date.”

“(c)

“Good Reason” means (i) a material reduction in the Employee’s annual base salary, percentage target bonus opportunity, or target long-term incentive award opportunity, in each case as then in effect, or other material benefits provided to officers of the Company, except where such reduction is part of a general reduction in salary or benefits by the Company or (ii) a material reduction in the Employee’s title or job responsibilities; provided, however, that the Employee will be treated as having resigned for Good Reason only if he or she provides the Company with a notice of termination within 90 days of the initial existence of one of the conditions described above, following which the Company shall have 30 days from the receipt of the notice of termination to cure the event specified in the notice of termination and, if the Company fails to so cure the event, the Employee must terminate his or her Employment not later than 30 days following the end of such cure period.”

“Change in Control of the Company” shall mean the occurrence of any of the following:

(i)any “person” (as used herein, as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d) and 14(d) thereof) or “group” (as used herein, as defined in Section 13(d) of the Exchange Act), acquires ownership or beneficial ownership of Company securities that, together with securities held by such person or group, constitutes more than 50% of the total fair market value of the issued and outstanding shares or the total voting power of the Company;

(ii)any “person” or “group,” during the 12-month period ending on the date of the most recent acquisition by such “person” or “group” acquires ownership of Company securities that constitute 30% or more of the total fair market value of the issued and outstanding shares or the total voting power of the Company;

(iii)the replacement of a majority of members of the Board during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the appointment or election;

(iv)the acquisition by a person or group, during the 12-month period ending on the date of the most recent acquisition by such person or group, of assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company; or

For purposes of determining whether a Change in Control of the Company has occurred (i) shares of the Company received upon conversion of an option or warrant is considered to be an acquisition of shares of the Company and (ii) in the event the persons who were beneficial owners of Company shares immediately prior to the consummation of a merger, share exchange, business combination or other similar corporate transaction continue to beneficially own, directly or indirectly, more than 50% of total fair market value of the

issued and outstanding shares or the total voting power of the Company (including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such consummation of such transaction, such transaction shall not constitute a Change in Control of the Company.

Notwithstanding anything to the contrary herein, with respect to any amounts payable hereunder that constitute deferred compensation for purposes of Section 409A, such payment or settlement may accelerate upon a Change in Control of the Company for purposes of this Amendment and the Plan only if such Change in Control of the Company also constitutes a “change in control event” (as that term is defined at Section 1.409A-3(i)(5) of the Treasury Regulations) (it being understood that vesting of amounts payable hereunder may accelerate upon a Change in Control of the Company, even if payment of such amounts may not accelerate pursuant to this sentence).

4.	The term “Good Reason” defined in Section 2(e)(2)(c) shall be changed to “Change in Control Good Reason” and each reference to “Good Reason” in the definition of “Change in Control Termination” in each Specified PSU Agreement shall be deemed to refer to “Change in Control Good Reason.”

Defined Terms. Any capitalized term that is not defined herein shall have the meaning set forth in the applicable Specified PSU Agreement. For the avoidance of doubt, to the extent that any capitalized term herein conflicts or is inconsistent with any defined term in a Specified PSU Agreement or the Plan, the meaning of the capitalized term as defined in this Amendment will govern.

Continued Validity of Each Specified PSU Agreement. Except as amended and superseded by this Amendment, each Specified PSU Agreement will remain in full force and effect, and will continue to bind the parties hereto and will remain unaffected by this Amendment. To the extent that the terms of this Amendment conflict or are inconsistent with the terms of a Specified PSU Agreement, the terms of this Amendment will govern.

7.	Counterparts. This Amendment may be executed in several counterparts, each of which will be deemed to be an original, and all such counterparts when taken together will constitute one and the same original.

IN WITNESS WHEREOF, the undersigned have executed this Amendment to Performance Share Unit Agreements as of the date first above written.