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Exhibit 10.2
AMENDED AND
RESTATED
EMPLOYMENT
AGREEMENT
This Amended and Restated Employment Agreement
(hereinafter referred to as the “Agreement”) is made
and entered into as of the 8 th day of September, 2006
by and between John W. Dietrich (hereinafter referred to as
“Employee”) and Atlas Air, Inc., a Delaware corporation
(hereinafter referred to as “Atlas”). This Agreement
amends and restates in its entirety that certain Employment
Agreement between the parties dated as of April 1, 2005, as amended
to date.
WHEREAS, Atlas believes that it is in the best
interests of Atlas to retain the services of the Employee and the
Employee desires an affiliation with Atlas, on the terms and
subject to the conditions set forth in this Agreement;
and
WHEREAS, Employee warrants that Employee is
entering voluntarily into this Agreement, and that no promises or
inducements for this Agreement have been made outside of the terms
and conditions referred to herein, and Employee enters into this
Agreement without reliance upon any statement or representation by
Atlas or any other person, concerning any fact material
hereto.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, covenant and agree as follows:
1.
DEFINITIONS
1.1 For purposes of this Agreement,
“ Cause ” as used herein means (i) any act or acts of
material dishonesty taken by the Employee, (ii) the failure of the
Employee to comply with any of the Employee’s material
obligations within ten (10) days of written notice from
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Atlas, (iii) any material
violations by Employee of Atlas corporate policies as set forth in
the Employee Compliance Manual, Employee Handbook or related
corporate policies; provided that, if such violation is subject to
cure, Employee shall have ten (10) days within which to cure
such-violation, or (iv) the conviction of or “no
contest” plea by the Employee to any misdemeanor of moral
turpitude or any felony.
1.2 “ Employment Period” shall be defined as the period commencing on the date
hereof and extending until this Agreement is terminated by either
party in accordance with Section 4.
1.3 “ Permanent Disability ”
as used herein shall be deemed to have been sustained by Employee
if Employee shall have been continuously disabled from performing
the duties assigned to Employee during the Employment Period for a
period of six (6) consecutive calendar months, and such Permanent
Disability shall be deemed to have commenced on the day following
the end of such six (6) consecutive calendar months.
1.4 “ Change in Control ”
means the acquisition by any person, entity or “group”
within the meaning of Section 13 (d) (3) or 14 (d) (2) of the
Securities Exchange Act of 1934 (the “Exchange Act”)
(excluding, for this purpose any employee benefit plan of Atlas or
its affiliates) of beneficial ownership, within the meaning of Rule
13(d) (c) promulgated under the Exchange Act, of greater than fifty
percent (50%) of the combined voting power of the outstanding
voting securities of either Atlas or of Atlas Air Worldwide Holdings, Inc.
(“Holdings”) entitled to vote generally in the election
of directors.
1.5 “ Confidential or Proprietary ” as used herein shall refer to all information
relative to the plans, structure and practices, including
information relating to its customers, contracts and aircraft of
Atlas, Holdings or any affiliate or subsidiary thereof,
except:
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(a) information that is or becomes a
matter of public knowledge through no fault of the Employee;
or
(b) information rightfully received
by the Employee from a third party without a duty of
confidentiality; or
(c) information disclosed to
Employee with Atlas’ prior written
approval for public dissemination.
1.6 “ Good
Reason ” as used herein means
either of (i) a reduction during the term of this Agreement in the
Employee’s Base Annual Salary or eligibility to receive a
bonus, and (ii)
a reduction in the Employee’s then current title or job
responsibilities.
2.
EMPLOYMENT AND
OBLIGATIONS OF EMPLOYEE
Atlas and Employee agree to the following
rights, obligations and duties with respect to
employment:
2.1 Employment . During the
Employment Period, Atlas agrees to employ the Employee as Executive
Vice President and Chief Operating Officer of Atlas and of
Holdings. The scope of Employee’s responsibilities shall be
as determined by the Boards of Directors of Atlas and/or Holdings,
and/or the Chief Executive Officer of Atlas and/or Holdings. If the
Board of Directors of Holdings requests Employee to serve in any
capacity for Holdings, Employee agrees that Employee shall serve in
such capacity, without any additional compensation. In addition,
Employee shall not be entitled to any additional compensation for
serving in any other office for Atlas, or Holdings or any
subsidiary or affiliate of Atlas or Holdings.
2.2 Obligations of Employee .
During the Employment Period, the Employee agrees, except when
prevented by illness or Permanent Disability, or during a period of
vacation, to devote substantially all of Employee’s business
time and attention to the good faith performance of the duties
contemplated.
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2.3 Principal Residence of
Employee . During the Employment Period, Employee shall
maintain Employee’s principal residence in the Purchase, New
York area.
3. COMPENSATION
During the Employment Period, Atlas will pay
Employee as follows:
3.1 Base Annual Salary . Atlas
will pay Employee a base annual salary (the “Base Annual
Salary”) of USD $425,000 per annum, payable in semi-monthly
installments. The Company shall review Base Annual Salary not less
frequently than annually for increases, including among other
considerations, Employee’s performance, it being understood
that any increases shall be at the discretion of the
Company.
3.2 Incentive Bonus Payments .
Employee will be eligible to participate in Holdings’ Annual
Incentive Plan. The level of the bonus available to Employee will
be set forth in the Annual Incentive Plan and will be awarded in
consideration of individual and corporate performance based on
performance goals and objectives determined by the Holdings
Compensation Committee. A fuller
description of how corporate and individual
performance operate in tandem to determine the calculation of
bonuses will be described in the Annual Incentive Plan. The Annual
Incentive Plan document will be developed by the Holdings
Compensation Committee and is subject to amendment from time to
time with changes as adopted by the Compensation Committee or full
Board of Directors of Holdings. As further described in the Annual
Incentive Plan, corporate and individual performance in combination
may permit the Employee to earn a target bonus equal to 50% of Base
Annual Salary. Lesser corporate or individual performance may cause
bonus payments to be in an amount less than 50% of Base Annual
Salary or result in no bonus being payable. Greater corporate and
individual performances may result in the bonus being more than 50%
of Base Annual Salary. When the bonus payment reaches more than 50%
of Base Annual Salary,
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Atlas reserves the right to pay
some or all of the portion of the bonus that is above
50% of Base Annual
Salary in Holdings unrestricted company stock payable under the
Atlas Air Worldwide Holdings, Inc. 2004 Long Term Incentive and
Share Award Plan. Any bonus paid under the Annual Incentive Plan
will be paid no later than two weeks following the completion of
the year-end audit for the applicable year. For calendar year 2006,
Base Annual Salary shall be the weighted blend of the Base Annual
Salary described above, and the base annual salary provided to the
Employee immediately prior to the effective date of this
Agreement.
3.3 Equity Grant . In recognition
of Employee’s promotion to Executive Vice President and Chief
Operating Officer, Employee will receive an equity grant from
Holdings as determined by the Compensation Committee of the
Holdings Board of Directors, in a form and in an amount determined
by such Committee to be commensurate with Employee’s new
position.
3.4 Benefits . Employee and
Employee’s dependents shall be entitled to participate in the
Atlas health insurance plan, provided that the Employee and Atlas
will each contribute to Employee’s monthly premium as
provided by such plan. Atlas reserves the right to discontinue
participation in any health insurance plan at any time, provided
that Atlas will reimburse Employee for Employee’s cost of
obtaining comparable health care benefits for Employee and his
dependents. Employee also shall be entitled, to the same extent and
at a level commensurate with the corporate officers of Atlas, to
participate in any other benefit plans or arrangements of Atlas.
The Employee will be entitled to four (4) weeks of paid vacation
per year.
4.
TERMINATION OF EMPLOYMENT
PERIOD
The Employment Period shall terminate under the
following terms and conditions:
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4.1 At
Will Arrangement . Atlas and Employee
expressly understand and agree that the employment relationship is
at-will. Either party may terminate the Employment Period and the
employment relationship upon written notice to the other at any
time and for any reason. Employee will make every reasonable effort
to give Atlas at least three months prior, written notice of
Employee’s voluntary termination of employment for other than
Good Reason.
4.2 Rights Following Termination .
(a) If the Employment Period is
terminated by Atlas for reasons other than Cause or if the
Employmen
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