Exhibit 10.17.3
FORM OF RESIGNATION AND GENERAL RELEASE AGREEMENT
THIS RESIGNATION AND GENERAL RELEASE AGREEMENT is entered into
this ___ day of October, 2005, by and between Atlas Air Worldwide
Holdings, Inc.
(the "Company") and Wakelee Smith ("Employee").
WHEREAS, Employee is employed by the Company as Senior Vice
President
and Chief Operating Officer, pursuant to that certain Amended and
Restated
Employment Agreement dated July 22, 2005 (the "Employment
Agreement");
WHEREAS, Employee and the Company are entering into this Agreement
to
resolve all issues relating to Employee's employment, termination
of employment
with the Company, and termination of the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt of
which
is hereby acknowledged, the Company and Employee hereby agree as
follows:
1. RESIGNATION: Employee resigns from his employment with the
Company
effective October 31, 2005 (the "Resignation Date").
2. PAYMENTS AND OTHER BENEFITS:
(a) In lieu of any and all benefits Employee would otherwise be
entitled to under the Employment Agreement, Employee will receive
severance
payments based on Employee's Base Annual Salary for a period of
twelve (12)
months (the "Payout Period"), paid in accordance with the Company's
normal
payroll schedule through February, 2006, with the remainder paid in
a lump sum
on or about March 1, 2006, but in no event later than March 15,
2006. In
addition, pursuant to paragraph 3.4 (d) of the Employment
Agreement, Employee
shall receive a lump sum cash payment in the amount of $22,500. The
payments set
forth in this paragraph shall be subject to all applicable tax
withholdings.
(b) The Company will provide Employee with continued medical,
dental, and vision coverage (as previously elected by Employee)
during the
Payout Period, subject to Employee paying the same portion of the
premiums for
such coverage as he paid during the period of his employment with
the Company,
provided, however, that any such continued coverage shall cease in
the event
Employee obtains comparable coverage in connection with subsequent
employment.
The provision of such benefits during the Payout Period shall not
count toward
the Employee's entitlement period for continuation benefits under
the
Consolidated Omnibus Budget Reconciliation Act ("COBRA").
(c) For purposes of any stock option agreements or restricted
share
agreements, Employee's termination of employment shall be deemed to
be a
termination for other than Cause; provided, however, that paragraph
4.2 (d) of
the Employment Agreement shall survive and apply to limiting the
vesting of any
restricted shares.
With the exception of the foregoing, Employee acknowledges and
agrees that he
shall not be entitled to receive or accrue any other compensation
or benefits
from the Company of any kind
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or nature whatsoever during the Payout Period or otherwise,
including, but not
limited to, any benefits under the Company's Long Term Incentive
Plan, Annual
Incentive Plan, vacation, profit sharing, 401(k) contributions,
stock option
awards of any kind, bonuses, severance pay, or any other benefits
that may be
provided to employees or officers of the Company as a matter of
Company policy
or practice. Employee further agrees that during the Payout Period,
he will not
be eligible to make any contributions to the Company's 401(k) Plan.
The payments
and benefits described in this Paragraph 2 include consideration
provided to
Employee over and above anything of value to which he would
otherwise be
entitled.
3. COMPREHENSIVE RELEASE AND WAIVER: In consideration of the
benefits
provided to him under Paragraph 3, and except as expressly set
forth in this
Resignation and General Release Agreement, Employee hereby
releases, waives, and
forever discharges the Company, its officers, directors, employees,
partners,
owners, affiliates, and agents, and its and their respective
officers,
directors, employees, partners, owners, affiliates, agents,
successors, assigns,
benefit plans, and programs (the "COMPANY RELEASEES") from any
claim, demand,
action, or cause of action, whether known or unknown, which arose
at any time
from the beginning of time to the date on which Employee executes
this
Agreement. Accordingly, Employee waives and releases all rights
relating to,
arising out of, or in any way connected with his employment with or
resignation
from the Company, including, but not limited to, any claim, demand,
cause of
action, or right, including claims for attorneys' fess based on,
but not limited
to:
(a) The Age Discrimination in Employment Act of 1967, as
amended
(codified beginning at 29 U.S.C. Section 621); the Older Workers
Benefit
Protection Act (Pub. Law 101-433, 104 Stat. 978 (1990)); Title VII
of the Civil
Rights Act of 1964, as amended; the Americans with Disabilities Act
of 1990; the
Civil Rights Acts of 1866, 1871, and 1991; the Family and Medical
Leave Act of
1993; the Equal Pay Act of 1963; the Employee Retirement and Income
Security Act
of 1974, as amended ("ERISA"); the New York State Civil Rights Act,
as amended;
the New York State Human Rights Law, as amended; the New York State
Labor Law,
as amended; the New York State Workers' Compensation Law's
Retaliation
provisions, as amended; the New York State Disability Benefits
law's Retaliation
provisions, as amended; the New York City Administrative Code and
Charter, as
amended; the New York City Human Rights Law, as amended; any
federal, state, or
local law concerning equal pay; and any other federal, state, or
local
employment statute, law, or ordinance; PROVIDED, HOWEVER, that this
Agreement
shall not affect Employee's rights under the Older Workers Benefit
Protection
Act to have a judicial determination of the validity of this
release and waiver;
(b) Any and all rights or claims under any express or implied
contract or covenant, covenant of good faith and fair dealing,
promissory
estoppel, or other promises;
(c) Any and all common law claims such as wrongful discharge,
violation of public policy, defamation, negligence, infliction of
emotional
distress, any intentional torts, outrageous conduct, interference
with contract,
fraud, misrepresentation, and invasion of privacy; and
(d) Any and all claims for any of the following: money damages
including actual, compensatory, or punitive damages, equitable
relief such as
reinstatement or injunctive
2
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relief, front or back pay, wages, sick pay, stock options, vacation
pay,
bonuses, stock awards, liquidated damages, costs, expenses, or any
other
remedies.
Employee acknowledges that he is releasing all claims and potential
claims
pursuant to this Paragraph 3 to the fullest extent permitted at
law. The waiver
and release contained in this Paragraph 3, however, does not
include: (a) any
rights or claims arising after the Resignation Date; (b) any vested
rights to
receive benefits under the Company's ERISA benefit plans; and (c)
any rights to
elect continuation coverage under the Company's group health plan
in accordance
with the terms of COBRA.
4. COVENANT NOT TO SUE: (a) Employee agrees not to file any
claims,
complaints, charges, or lawsuits against any COMPANY RELEASEE for
any of the
claims or other matters that are released, waived, or discharged in
Paragraph 3
of this Resignation and General Release Agreement. Accordingly,
Employee
covenants and agrees not to sue any of the COMPANY RELEASEES
concerning any
claim relating to, arising out of, or occurring during the course
of his
employment with or resignation from the Company. Employee further
agrees that if
he brings any claim(s) in violation of this Agreement, he will
reimburse the
COMPANY RELEASEES for all costs and attorneys' fees they incur in
defending
against the claim(s), in addition to any other relief available to
the COMPANY
RELEASEES; except for claims challenging the validity of this
release under the
Ag
