Exhibit 10.1

DIRECTORS AND OFFICERS INDEMNIFICATION AGREEMENT

        This Directors and Officers Indemnification Agreement, made and entered into as of this _____ day of ___________________ 200_ (“Agreement”), by and between Atlas Air Worldwide Holdings Inc., a Delaware corporation (“Company”), and ____________________ (“Indemnitee”):

        WHEREAS, highly competent persons are becoming more reluctant to serve publicly held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and

        WHEREAS, the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons; and

        WHEREAS, the Board of Directors of the Company has determined that the inability to attract and retain such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and

        WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

        WHEREAS, the Certificate of Incorporation of the Company (the “Charter”) requires the Company to indemnify its directors and officers to the fullest extent now or hereafter permitted by the Delaware General Corporation Law (the “DGCL”), and the By-laws of the Company (the “By-laws”) provide for the manner and extent of such indemnification, and Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Charter and By-laws; and

        WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified;

        NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

        Section 1. Service by Indemnitee . Indemnitee agrees to serve as a director and/or officer of the Company and agrees to the indemnification provisions provided for herein. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law).

        Section 2. Indemnification . The Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted by applicable law in effect on the date hereof

or as such laws may from time to time be amended to increase the scope of such permitted indemnification, subject to the terms of this Agreement.

        Section 3. Actions or Proceedings Other Than Actions by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action or suit by or in the right of the Company to procure a judgment in its favor, which is covered in Section 4 hereof) by reason of the fact that Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another entity, or by reason of anything done or not done by another entity, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section 3, Indemnitee shall be indemnified by the Company against Expenses (as hereinafter defined), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe Indemnitee conduct was unlawful.

        Section 4. Actions by or in the Right of the Company . Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if Indemnitee was or is a party or witness or threatened to be made a party or witness to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director or officer of another entity, or by reason of anything done or not done by Indemnitee in such capacity. Pursuant to this Section 4, Indemnitee shall be indemnified by the Company against Expenses actually and reasonably incurred by Indemnitee in connection with such action or suit, (including, but not limited to the investigation, defense, settlement or appeal thereof) if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made hereunder in respect of any claim, issue or matter as to which the Indemnitee shall be adjudged liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which said Court of Chancery or such other court shall deem proper.

        Section 5. Indemnification for Costs, Charges and Expenses of Successful Party . Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has served as a witness or has been successful on the merits or otherwise including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 3 and 4 above, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified by the Company against Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

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        Section 6. Advancement of Expenses . Subject to applicable law, any Expenses actually incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding by Indemnitee or on Indemnitee’s behalf shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within twenty (20) days following receipt by the Company of a written request for such advance, reasonably evidencing the Expenses incurred by Indemnitee in connection therewith, accompanied by a written undertaking by or on behalf of Indemnitee that Indemnitee will repay the amounts advanced promptly, but in any event within thirty (30) days, if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company in accordance with the above provisions; provided , however , that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified hereunder, any determination made by the Company that Indemnitee would not be permitted to be indemnified hereunder shall not be binding and Indemnitee shall not be required to reimburse the Company for any advance of Expenses until a final adjudication in an appropriate court of competent jurisdiction is made with respect thereto.

        Section 7. Partial Indemnification . If Indemnitee is only partially successful in the defense, investigation, settlement or appeal of any action, suit, investigation or proceeding described in Section 3 or 4 hereof, and as a result is not entitled under Section 5 hereof to indemnification by the Company for the total amount of the Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, the Company shall nevertheless indemnify Indemnitee, as a matter of right pursuant to Section 5 hereof, to the extent Indemnitee has been partially successful.

        Section 8. Procedure for Determination of Entitlement to Indemnification . Upon written request by Indemnitee for indemnification pursuant to Section 3 or 4 hereof, the entitlement of Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons who shall be empowered to make the determination that indemnification of the Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Sections 3 and 4 above: (a) the Board of Directors of the Company by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter define